Monday, March 27, 2006

First things First: the role of the board

Before discussing the value of an outside board member, I should describe the role of the entire board. My focus, as I mentioned before, is in private (typically early stage) companies.

A board's role is to oversee and support the CEO. Not the "company", not the "management team", just the CEO. Everyone in an organization should "report" to someone. And the CEO reports to the board. BTW: the board is also accountable: to the shareholders.

These two roles that the board plays, to oversee and to support, are quite different. The first one simply means that the board must make sure that the CEO is doing a "good job". If he isn't, just as with any employee, the board must either make sure the situation is corrected, or find a new CEO.

The second role is a lot more interesting, for board members as well as for CEOs. Board members must be useful. In what ways depends on the specifics of the company, particularly on what the CEO needs and wants, but they often include such things as helping recruit executives, making introductions to strategic partners or investors, and providing feedback on the company's strategy.

In very early stage companies, board members can often be useful with more "mundane" things, such as helping find an attorney for the company, setting up a benefits program or even finding and assembling furniture! In short, whatever needs to be done...

While the oversight & support role are equally important, CEOs often perceive their boards mostly as an oversight body that should be dealt with using the least amount of time, while board members often prefer to focus mostly on the (more fun) role of supporting the CEO, and don't pay enough attention to their oversight responsibilities.

Yet a good board that has a healthy relationship with a CEO will likely have a very significant impact on a company.

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