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Great responsibility: A guide for new directors on making a real contribution

1. Just as the quality of your training is critical to performance in a sports game, the quality of your preparation is critical to adding value at the board. Take the time to know and

understand the issues. Talk to managers and other directors about what you think are the issues. If they resent that approach then you have learned something important which you

can store away until you have the opportunity to get rid of them which you will do at the

earliest opportunity if they continue to carry such attitudes. Mostly they will be keen to

contribute and share.

Take advantage of that. Read the papers carefully and ask for more information if you are not convinced or feel under informed. You will be less informed than others, no point in trying to pretend otherwise or ignore this fact.

2. Try in your head, and if necessary with colleagues, to frame questions about the main issues in terms of “what if we did this another way”? All organisations are prone to linear, repetitive processes. This can be a strength and a weakness. A good mind process can be to invert the issue – what happens if we do the opposite? Questions at board level are often posed in a binary fashion (“should we do this or not”?). Very few real life business decisions are genuinely of this nature. One of the real contributions a director can make is around framing questions in a better way, assessing what the counterfactuals really are.

3. The person who adds most value to a meeting is seldom the person who talks most. I am painfully aware of this because I am a blabbermouth. Make your contributions considered.

4. Unless you are there because you are the boss’s relative (in which case no one cares if or expects you to add value) proceed on the basis that your background, experience and skills are significant. Your task is not to change chameleon-like into the other participants. Be true

to who you are. Your perspective is of value quite possibly because it is not that of the other


5. Be respectful. If you think (rightly) that I have a problem with being a blabbermouth, then this one is a whole new dimension for me. It has not been helpful to be an arrogant bastard. I have done best when I have listened, contributed, pondered and responded. Even though their actions or statements may suggest otherwise to you it is generally unlikely that other participants are trying to deliberately sabotage the organisation.

6. Read, listen, and think broadly. I am still astounded by how little many people at a board table are aware of wider social context. We expect management to be mono-maniacal obsessives about their business (joking …sort of). Directors should bring to the discussion a perspective which is informed much more broadly. For my part I spend probably five times as much time reading economic, business, social and other material as I do board papers and related material. Sometimes it is hard work. Tough. If you want to add value you must be broad in your thought and inputs.

7. Management think about the business from one perspective, hopefully an intelligent and informed perspective. You can contribute, not by making them wrong, but by becoming aware of and communicating the things that people are saying and doing in the wider market.  Even within the organisation you should be alert to signals that all may not be well. Social media commentary can be useful in this. Think of yourself as eyes and ears of the business.  We all need those and you are one. This does not have to be at the meeting. See things, send things; suggest things. If you want to add value, be present whenever it seems useful not just once a month or so.

8. Be a director, not a “governor”. We hear a great deal about “governance” these days. Everyone seems to have an opinion about “good” and “bad” governance. I see that NZX has made a further contribution on the topic today. My view is that seeing the function of a board as “governance” is seldom useful even in a very big business. The cynic in me wonders whether “good governance” is simply what we observe before something significant goes wrong, and “bad governance” is what we comment on afterwards.

9.  His final suggestion is that you banish the word “governance” from your vocabulary. Have you ever heard of a high performing, value adding team that responded to or was driven by “governance”? Try words and concepts like leadership, guidance, diligence and partnership and you might get a whole lot closer to adding value. In my view once a board sees itself as “governing” it has distanced itself from the value creation process.

Wishing all my readers a safe and festive holiday season.

Henri Eliot is CEO of Board Dynamics

Henri Eliot is chief executive of Board Dynamics, a consultancy, which provides strategic advice to directors and boards throughout New Zealand and Australia.

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