How can we banish our dominating CEO?

By Miriam CarverJuly 22, 2012 | Print
This article was originally published in the July-August 2010 issue of Board Leadership.

This question came from a board chair who told of her board’s desire to spend time talking about its process and reflecting on the best ways to fulfill its responsibilities. Because the CEO tends to dominate the conversation, the board asked him for “some time on our own at the end of each board meeting,” a request the CEO found threatening. She thinks the board requires some way to explain to the CEO the board’s need to spend time by itself; board members don’t want their wish to be felt by the CEO as a threat.

The very notion that the board would have to ask its CEO for time to talk is a remarkable admission that the board thinks the meeting really is the CEO’s to direct. The board meeting should not be management’s meeting for the board, but the gathering during which the board does its own job—that is, the job that is owned by the board and the responsibility of the board, not of management.

A board that actually knows that its job is not the same as management’s job would also know it is entirely possible for a board to do its work even if the CEO is not present all the time. However, I am not suggesting that boards should routinely meet without the CEO. The CEO is a valuable source of information and it would be a shame to waste such a resource. The board has to find a way to own its meeting while availing itself of information that the board needs and the CEO can supply.

The board is, of course, free to have its CEO and the CEO’s team leave for a period of time during the board meeting. If the board is inconsistent in its dealings with the CEO, however, suspicion would be quite understandable and normal. For example, if the board is not predictably straightforward about displeasure with CEO performance, any request to leave the meeting will be experienced as foreboding. An assertive board, one with the quiet certainty of knowing it is in charge, would only rarely need to banish its CEO from the board room.

But what about CEO domination of the board’s conversation? It is awfully cowardly to ask the CEO to leave because the board fails to have the courage to tell him to be quiet for a while. The board must remember that it is the board; it should simply refuse to allow the CEO to dominate its conversation. Unless the CEO is armed,the board’s process can be dominated by the CEO only if the board allows it.

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