1. 14 DIRECTORS & BOARDS
GUEST COLUMN
T
he primary role of a direc-
tor is to provide governance
and oversight. There is a line
that should not be crossed be-
tween governance and management.
However, we should remember that
board members are elected because of
the experience, knowledge, and skills
that they bring to the table. Limiting
board members to governance and over-
sight roles may deprive the company of
special skills, experience, and knowledge
that can create value by guiding conver-
sations around the company’s strategy.
In my 20 years of experience as an
executive in companies, which have
ranged from start-ups to public com-
panies and nonprofit organizations, I
either served on the board or directly
worked with it, and that line between
governance and management was rarely
ever crossed. On those occasions when
it was, board members were accused
of micromanagement. In many cases,
company managers felt their autonomy
to do their job their way was stripped
from them, resulting in their sense of
a lack of ownership and accountability
and their blaming board members for
poor company performance.
In 2000 I negotiated the sale of a
small Silicon Valley technology com-
pany to a larger, public company with
a market capitalization of $2.2 bil-
lion, where I eventually came to serve
as a vice president. One day, one of the
board members took a group of some
20 of the management team through
a scenario-planning exercise that was
focused on strategy development pro-
cesses. I was amazed at the insight that
came out of that event and by the value
that the board member provided to the
company, beyond governance and over-
sight, by facilitating this session.
When it comes to guiding scenar-
io-planning conversations, a company
can hire a consultant-facilitator to facil-
itate its strategy development and that
person may have more experience than
any board member in that company.
However, there is a lot to be said for the
personal involvement that a board mem-
ber has in the company, giving directors
the ability to facilitate better than an ex-
ternal consultant because they come to
the table already equipped with custom-
ized, inside knowledge of the organiza-
tion and the challenges it is facing.
Case in point: In 2002, while serving
as a director of strategy of Texas Instru-
ments, I facilitated a scenario-planning
event at the company. At one point, we
drilled down on the critical uncertain-
ties facing the company, the factors that
will split the future into several, plau-
sible futures, and winnowed that list
down to two items. To my surprise, a
factor that I considered highly uncer-
tain was identified by the 30-some par-
ticipants as highly certain. I stopped the
process, and found that while half of the
participants thought this factor would
develop in one direction, the other half
believed the opposite. This factor ended
up heading the “critical uncertainties”
list, and helped define four plausible fu-
tures, which eventually drove that group
at Texas Instruments to develop a strat-
egy that led to the creation of a $500
million business unit. This would likely
not have happened if an external, unin-
volved facilitator was used.
However, process facilitation by a
board member may be interpreted as
crossing the line from oversight into
management, causing the executive
team to feel micromanaged and reduc-
ing their level of accountability, which
should always remain with manage-
ment. Board directors should be very
careful in playing the role of facilitators
— you want them to add value to the
strategy development process but not
micromanage the process.
Although board members are sup-
posed to provide pure governance and
oversight, their special skills should be
used as facilitators as part of their role
in guiding the company’s direction,
especially in regard to strategy devel-
opment processes. After all, they were
recruited as board members because
of their unique skills, knowledge, and
experience. At the same time, board
members who take on the role of facili-
tators in their companies should be very
careful never to cross the red lines into
management. They need to make it very
clear to all participants in the process-
es they facilitate that they will not man-
age the outcome, just the process. ■
The author can be contacted at yoram@romatix.
com. Dr. Solomon is the author of four books and
multiple innovation and creativity articles, and
has nine published patents and many pending.
Dr. Yoram Solomon
is a managing
partner of Large
Scale Creativity, a
firm committed to
enhancing innova-
tion in Corporate
America (www.
largescalecreativity.
com).
Yes, directors can do
more than direct
They can make excellent facilitators in the strategy
development process.
BY YORAM SOLOMON
There is a lot
to be said for
the personal
involvement that
a board member
has in the company.