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Blog : BOARD TALK

Venn And The Art Of Interaction: Non-Exec And Exec

Posted on June 30, 2014 at 10:50 AM

Guest Blog from Patrick Dunne:

Patrick is Chair of smart materials business D3O, a member of the General Council of The University of Warwick, Chair of the youth charity Leap Confronting conflict and founder of Boardelta a consultancy focussed on improving board effectiveness.  Here's Patrick: 


'Can legendary mathematician John Venn’s work help in the board room? I think it can. The joy of working with execs and non-execs in a highly effective “Venn-like” state is considerable.

Here the non-execs and execs have their own roles and areas of focus. When they come together the Chair manages the intersection for maximum output, capitalises on combined strengths and enables the right atmosphere of mutual respect and constructive challenge. Yet, this is far from the natural state for many boards.

                                              

Execs and non-execs might appear to be in “parallel universes", doing their own thing and meeting up for the occasional collision or “Non-exec show”. Here the real matters of import are rarely discussed and the execs “manage” the non-execs with the compliance of the Chairman. The silently seething non-execs rarely have input to the agenda and fall easily into “compliant victim” mode with the occasional grumpy outburst.

Another noisier form of this can be where it feels as if there are numerous radios on in the room but sadly on different channels. It is just as bad when the intersection is almost be complete where everyone is doing each other’s jobs and chaos and turf wars are the norm.

For non-execs understanding what state you are entering and being realistic about the power you have to effect change is key. For execs it is seeing the non-execs as a resource and support rather than “policeman”. Good chairs provide regular reminders of the core roles of the board, the executive and the sub-committees as well as how they inter-relate.

The shorthand I use for these key roles is:

Role of Board: “Right Strategy - Right Resources - Right Governance”

Executive team: “Develop the business plan - Deliver the business plan - Maintain financial and operational integrity”

Sub-committees: “Conduct and focus on work delegated by the board - Recommend to the board - Enhance board productivity.”

Role descriptions and personal objectives naturally flow from these and reviews are made easier. However these roles are defined, the Chair, CEO, Senior Independent Director and Finance Director must work as a cohesive unit to bring them to life.

In public companies the Company Secretary and Communications Director are also pivotal characters. How can it go wrong even when the structure and operating model of the board appears right? Sometimes it starts with “New NXD syndrome”. This can be especially acute for former CEO and FDs taking their first NXD role.

High calibre executives don’t always recognise or adjust easily. Many now recognise this danger and have a “period of decompression” during which they also take advantage of the opportunity to be trained. On other occasions it seems that some people just have a very high need for control, aren’t great at managing conflict and find it hard not to be the boss.

Finding a good mentor or joining a board with a highly effective Chair are ways to manage this challenge. The most effective non-execs I know are able to cuddle and kick and to command respect by being useful. Being supportive enables them to find out a lot more and have considerably more influence. Their character is as important as their competence and they place greater emphasis on using personal rather than positional power.

It is hard to reach and maintain the perfect state. I know all too well as a Chair that managing the intersection is as much an art as a science. The key is to think and talk about it and when necessary to press the 'reset' button."

Categories: Behaviour, Communication, Corporate