Are Your Board Members and Your CEO too Chummy?

Are Your Board Members and Your CEO too Chummy?

Board members and the board chair can compromise their ability to hold the CEO accountable if their relationship is too close, or too friendly. Directors should reflect on that relationship and how to manage that tight rope walk, managing extremes. By Kevin Smith

Did you have a gut-level, visceral response to my title? I mean, beyond your mocking me for using the word “chummy”? Often when I ask this question, I can see the reaction in the eyes of the audience. There’s usually a couple of noticeable responses in the eyes:                 

     1. Hmmm…I never thought of that before. Let me think about that.
Never thought of that!

                            2. How dare you? That’s an insulting idea.
That's insulting!

                            3. Holy Toledo! That’s us!  
Oops! That's us.
And that’s limited to what I can see behind people’s eyes when I bring this up. I’m encouraging you to give this some careful thought.

And, yes, I know that I’m putting myself in a precarious situation here as the guy who’s generally preaching about more team building and team development among the board (including the CEO). I recognize the irony here. But I promise that I don’t believe that this is oxymoronic. (Did you see how I hedged that one? AND I got to use the word “oxymoronic.” That was fun. But I digress.)

For sure, having a good relationship among board members (between themselves) and a good relationship between directors and the CEO is extremely important. But that can go too far. Being collegial is one thing, but being friends (or “chummy”) is totally another. Why?

When directors are too close to the CEO it makes it difficult to provide oversight. It’s harder to hold someone accountable when you’re too close with them. It’s all fine and dandy when things are going well, but if things turn it becomes a giant complication. Indeed, it’s a conflict of interest. (Remember that whole, “duty of care, loyalty and obedience” thing you signed your name to.)

Consider carefully also the idea of one board member (perhaps that chair) that is better friends with the CEO than the rest of the board. How does that play out? Perhaps it’s fine, but as Sarah Paul and Daniel Kurtz write, “If the board becomes dissatisfied with the performance of the chief executive, board members may feel inhibited in talking honestly about it in front of the chief executive’s personal friend” (Managing Conflicts of Interest, p. 21, BoardSource).

How To Achieve the Perfect Level of “Friendly”

Here are the three steps to make sure you achieve and maintain the perfect level of friendliness and professionalism between the board and the CEO:

  1. You didn’t
  2. really think
  3. I was going to answer this
  4. In three bullet points, did you? (And I made it to 4. 🙂 )

Gotcha!, right? Yeah … this is something that board members need to reflect on. You need to have a level of emotional intelligence and self-awareness to make this work. Maybe not all of your board members have this level of EQ. What then? Bring it up. Talk about it. Negotiate it. Create a level of transparency and make it ok and easy for people to address. Then you’ll be able to navigate that tightrope with confidence. It’s a nuanced and challenging task, but that’s why you’re on the board of directors … because you understand this and are up to the challenge.

So, I challenge you to give this some careful thought, and to discuss it with your peers on the board. If everything’s hunky dory, good for you! If not, take care of it with the careful consideration you know you can manage. I believe in you.

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