8 Habits of Successful Board Leaders

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As a conduit between the board and the CEO, the lead director "must be able to convert strongly held opinions into concrete messages," says Rick Hernandez, former lead director at Nordstrom and now board chair. He believes that the essence of that ability lies in being a good listener who can "extract the wisdom from other people's statements no matter how they are expressed." The lead director must be especially adept at synthesizing the messages that emerge from executive sessions and accurately communicating them to the CEO in a way that is non-confrontational.

6. Build consensus.
Acting as an honest broker when it comes to communication doesn't mean that the lead director remains eternally neutral. A board is not a debating society and at some point issues must be resolved. In many cases, delay is detrimental and the lead director performs a valuable function by building consensus on particular issues and enabling the company to act. Forward Air, for example, has made consensus-building skills one of the specifications for the position of lead director in the future. The arena for using those skills might be executive sessions or private conversations. In either case, Hernandez says, "you have to be willing to invest a lot of time talking with all of the individuals involved." Adds Chain, "The lead director must know how to work one-on-one behind the scenes and gain support for doing what's right—it could be over the phone or over lunch, but you have to work it out."

7. Maintain humility.
Humility means resisting the temptation to try to act as a kind of "director of directors," says Newlin. It also means knowing where the dividing line is between overseeing and managing, especially in executive sessions, says McNeill. Believing that particularly outspoken people are wrong for the lead director role because they can sometimes intimidate other board members into silence, Hernandez says he is careful not to speak up first with respect to an issue under discussion. McNeill, in his role on the board of Portland General Electric, makes it a point to speak last, because of his position as chairman and because he is the sole member of the board with utility industry experience. Newlin believes that the lead director should continue to behave as any other board member would when an issue arises for discussion. Despite these differences about when to speak, the aim in each case is to take care not to inadvertently inhibit other members of the board from expressing their views.

8. Exhibit courage when necessary.
Being humble doesn't mean being passive. "You may have to confront the CEO or management on behalf of the board," says McNeill, "and, in extreme circumstances, possibly replace a CEO." Such courage also extends to dealing with other board members. "Having the courage to disagree doesn't mean the lead director has to pound on the table," says Hanselman. "But it does mean making your point of view known to the rest of the group and then either working to get them to see your point of view or changing your view, if that is what is clearly required."

These characteristics by no means exhaust the qualities that lead directors need. Our interviewees also cited such attributes as enthusiasm about staying abreast of governance issues, a high degree of self-confidence, and facilitation skills. But, taken together, their observations suggest that it is the interpersonal skills of the diplomat that are paramount for helping directors and management find mutually acceptable solutions to common challenges. And because these skills are so subtle and don't always come with the job description, it is hardly surprising that choosing a lead director can be one of the most difficult decisions a board can make.

Provided by Directorship—The Leading Publication for Boardroom Intelligence