BCG Henderson Institute

I’m not talking about a name-calling, fists-flying kind of clash—I’m talking about a serious, sustained, thoughtful disagreement about a major financial, management or leadership issue on which there is strong disagreement and on which the long-term success of your organization could depend.

If your Board doesn’t have such no-holds-barred dustups periodically, it’s probably not functioning properly.

Many of us at some time in our lives will work for organizations whose day-to-day operations are run by individuals you may read about in Forbes, the Wall Street Journal, New York Times or Financial Times.

Behind the scenes most organizations also have oversight boards, to whom the CEO reports. Their role is crucial. It is the Board of Directors that has the legal and ethical responsibility to act in the best interests of the owners—in the case of publicly traded companies, that means the shareholders. If you’re a stockholder, that means you. If you are an employee with shares in the company you work for, the Board should be working in your interests.

Corporate Board members play a key—and underappreciated—role in the long-term success of most companies, filling gaps in management expertise, bringing fresh perspectives to the table, and—most importantly, perhaps—choosing the next CEO when the time comes (and planning for the succession in the interim).

Some CEOs, for reasons that should be obvious, would prefer a rubber-stamp Board that basically approves whatever management proposes. To the degree they can, they attempt to pack the Board with friends and colleagues, people who will say “yes.” While it is certainly healthy for a company’s chief executive to have cordial and close personal relationships with Board members, both parties need to remember that their responsibilities will require them to disagree at times—and that disagreement can be constructive.

Author(s)
  • Julia Dhar

    Alum Fellow (2022-2024), Science-based Approach to Human-centric Change

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