Talking to Directors

On Saturday, I called a director at a company I’m on the board of to get a reality check on something that is going on.  Ten minutes on the phone solved three things: (1) I was able to road test my idea with someone I respect and (2) I incorporated his feedback into my idea, and (3) we were calibrated.

While this may seem obvious, I’ve never hesitated to call another director on any issue concerning a company I am involved in.  While board meetings are logical check in points, they are not the only ones and, in many cases, are not the most important ones.

I know some directors (and CEOs) who are uncomfortable talking with other directors outside the context of board meetings.  I’ve never understood this.  Pascal Levensohn has a nice post up about this titled Don’t Assume That You Have Consensus on Your Board– Make Sure You DoHis simple message is “communicate.”

Reflecting on it, my hierarchy of daily communication is Amy, my partners, CEOs of companies I’m an investor in, and then directors / co-investors of companies I’m an investor in.  Ok – I suppose my mom is in there somewhere also.

  • Brad I couldn’t agree more. I have long believed that NOTHING of consequence happens at a board meeting. The real work is done between board meetings.

    As I tell my CEOs, “if you don’t have the votes before you walk into the meeting, you likely won’t get them during the meeting.”

  • Andy

    Some bylaws may prevent directors (or a quorum of directors) from discussing business in an ad-hoc meeting to protect other directors and shareholders from secret decisions.

  • Jason

    I’ve never heard of bylaws that prevent this. In fact, I think it would be a very, very bad thing for any company to choose this election. It is critical that the board is able to carry out its fiduciary duties to the company and its stakeholders and forcing a mode / method of communication will not help in this regard. If one board member is on vacation, a board meeting would not be able to be held. If two board members who have a relationship with a strategic partner want to call the partner and promote the company, this too, would be disallowed. I think any conversations are good and each board member should know that major decisions will only be decided upon in formal board meetings.

  • Materials distributed in advance and consensus on resolutions is a recipe for a productive Board meeting, at least in my experience. When the agenda runs according to schedule, the remaining time and energy can go where it’s needed versus into issues that could have been resolved one-on-one or into drill-down discussion of line items on balance sheets.

  • Anon

    Works for tiny companies; not so simple with larger cos.

  • A very good article, thanks for share.