I once asked one of my board members which CEO ran the best board meetings across his portfolio companies. His answer was, let’s call him, Jack. Here’s what he said about him:
- Jack got the board deck out 3-4 days in advance of the board meeting
- Jack would call him — and every other board member — 2-3 days before each board meeting and walk through the entire deck and answer questions, taking maybe 2 hours to do so.
- Board meetings with Jack would go very quickly and smoothly because all the questions had been asked in advance.
When I heard this, I thought, well, I have a few issues with Jack:
- He spends a lot of time managing his board instead of running his business. (I guess he got his CEO job by managing-up.)
- He completely violates my “do it in the meeting” principle by having a series of pre-meetings before the actual meeting.
While I may have my doubts about Jack, others don’t seem to. Consider entrepreneur and VC Mark Suster’s recent post, Why You Shouldn’t Decide Anything Important at Your Board Meetings. Suster straight out recommends a 30 minute pre-meeting per board member. Why?
- Agenda input so you can adhere to the Golden Rule of Board Meetings: “no surprises.”
- So you can “count votes” in advance as know where people stand on important and/or controversial issues.
- So you can use board members to convince each other of desired decisions.
- Ultimately, because in his opinion, a board meeting is where you ratify decisions that are already pre-debated.
OK, I need to chew on this because, while practical, it violates every principle of how I think companies should conduct meetings — operational ones, at least. When it comes to operational meetings, nothing makes me grumpier than:
- Pre-meeting lobbying
- Post-meeting “pocket vetoes”
My whole philosophy is that meetings should be the place where we debate things and make decisions. Doing everything in advance defeats the purpose of meeting and risks encouraging political behavior (e.g., “if you vote for my bridge in Alaska, I’ll vote for your dam in Kentucky”), with managers horse-trading instead of voting for ideas based on their merits.
The only thing worse that teeing up everything in advance is what one old boss called the “pocket veto,” where a manager sits in a meeting, watches a decision get made, says nothing, and then goes to the CEO after the meeting and says something akin to “well, I didn’t feel comfortable saying this in the meeting, but based on point-I-was-uncomfortable-raising, I disagree strongly with the decision we reached.”
I remember this happened at Business Objects once and I thought: “wait a minute, we’ve flown 15 people from around the world (in business class) to meet at this splendid hotel for 3 days — costing maybe literally $100,000 — and the group talked for two hours about a controversial decision, came to resolution, and made a decision only to have that decision overruled the next day.” It made me wonder why we bothered to meet at all.
But I learned an important lesson. Ever since then, I flat refuse to overrule decisions made in a meeting based on a pocket veto. Whenever someone comes to me and says, “well, I didn’t feel comfortable bringing it up in the meeting (for some typically very good sounding reason about embarrassing someone or such), but based upon Thing-X, I think we need to reverse that decision,” I say one thing and only one thing in response: “well, I guess you should have brought that up in the meeting.”
You see, I believe, based on a bevy of research, that functional groups of smart people make better decisions than even the smartest individuals. So my job as CEO is to then assure three things:
But I’ve got a problem here because while we know that boards like pre-meetings, operationally I am opposed to both pre- and post-meetings. Would it hypocritical for to say that pre-meetings are OK for me to conduct with the board, but that managers internally should avoid them?
Maybe. But that’s what I’m going to say. How can I sleep at night? Because I think we need to differentiate between meetings with a decision maker and meetings of a decision-making body.
Most people might think that the pricing committee, product strategy committee, or new product launch committee are democratic bodies, but they aren’t. In reality, these are meetings with a decision maker present (e.g., the CEO, the SVP of products) and thus the committee is, perhaps subtly, an advisory group as opposed to a decision-making body. In such meetings, the decision-maker should want to encourage vociferous debate, seek to prevent pre-meetings and horse-trading, and eliminate pocket vetoes because he/she wants to hear proposals debated clearly and completely based on the merits in order to arrive at the best decision.
However, board meetings are different. Boards truly are a decision-making bodies ruled by one-person, one-vote. Thus, while I reject Suster’s advice when it comes to conducting operational meetings (which I believe are inherently advisory groups), I agree with it when it comes to decision-making bodies. In such cases, someone needs to know who stands where on what.
And that person needs to be the CEO.
