You have probably experienced this. Aboard approves an ambitious strategy, performance starts deteriorating. the chief Executive officer misses critical targets. Directors notice the warning signs, but nobody speaks plainly. One director says, “Let us give management more time”. Another proposes that the matter be discussed privately. The meeting closes with polite smiles, excellent tea and no decision.
By the next quarter, the problem has doubled. When you work with great people, you learn wisdom early. My mentor once told me, “Do not get ready. Stay ready.”
I remembered those words when I received a last-minute call to facilitate a board retreat on the frustrations of the Board Chairman. There was little preparation time, but the subject was familiar territory.
I have served as a Board Chairman and also chaired an Audit and Risk Committee. I know the frustration of looking around a boardroom and discovering that intelligent directors have suddenly developed diplomatic amnesia.
They know the problem, they discuss it in the corridor, they mention it during lunch. But when the meeting begins, silence becomes the preferred governance strategy.
Today, I am addressing directors who avoid difficult conversations to preserve friendships. To be direct, a director who protects relationships at the expense of the institution has misunderstood the appointment. The boardroom is not a friendship preservation committee.
Your duty is not to keep everyone comfortable. Your duty is to protect the institution, challenge assumptions, test management and make decisions before problems become expensive.
Strong relationships are not damaged by honest conversations. Weak relationships are exposed by them.
The real problem is the need for approval and not lack of exposure or intelligence. Some directors want to remain liked, respectable and socially safe. They confuse harmony with effectiveness. Yet leadership maturity requires the courage to surface the issues that everyone sees but nobody wants recorded in the minutes.
A frustrated Chairman should not merely demand “more participation.” That is too vague. Learning from top leaders, I have noted that great Chairmen create a difficult-conversation discipline. Before closing every major agenda item, they ask three questions:
- What are we not saying?
- What could make this decision fail?
- Who holds a materially different view?
Then record the concern, assign an owner and establish a deadline. Directors must challenge the issue without attacking the person. State the evidence, explain the institutional consequence and recommend the required action.
That is governance and not hostility. Boards facing interconnected strategic and risk issues require robust discussion, clear committee reporting and deliberate coordination, not diplomatic silence.
My message to every director is not to wait for the Chairman to become the only courageous person in the room. A board that cannot have difficult conversations will eventually face difficult consequences.
I remain Mr. Strategy
