Artful Persuasion
from What Directors Think 2003
Provide good background information and be able to answer questions. Basically, it requires knowing what you are talking about.
John F. Ahearne, 69
Director of the Ethics Program, Sigma Xi, the Scientific Research Society, Research Triangle Park, North Carolina
Wisconsin Energy Corp.
As a business manager, I have to be diplomatic about my views. In a boardroom you’re faced with peer relationships and a relatively brief time to make your points. If you believe in the premise of a particular position, you shouldn’t be dancing around the topic. There’s no time. You have to be frank and get down to it. It’s like marriage. Part of why my 25-year marriage with my wife works is because at the end of the day, we can tell each other the truth. And that’s really important in any solid relationship.
Mark Thompson, 46
Managing Director, Executive Leadership Initiative at Stanford University, Stanford, California
Best Buy, Korn/Ferry International
It’s a subtle art. Board members can be too aggressive and as a result lose rapport with management and other board members. They can also be too acquiescent. I’ve found the best way is just to have a personal conversation outside the board meeting with the officers and the accountants. Sometimes I’ll even share articles—for instance, articles I’ve cut out of Corporate Board Member magazine—with my fellow board members to focus their attention on an issue we’ve not considered.
Ted LaRoche, 58
Secretary, General Counsel, and Director, National HealthCare Corp. and National Health Investors; Secretary and General Counsel, National Health Realty, Murfreesboro, Tennessee
Z-Tel Technologies
I take a lot of acquisition opportunities to the board. I believe I convince the other board members by providing them with good information, and if they have questions or concerns, by providing answers either at the next meeting or in the interim. Part of the reason I’ve been able to convince them to act is because over time the results of prior decisions have been good. So you also convince them with results.
Janet A. Alpert, 56
President and Director, LandAmerica Financial Group, Richmond, Virginia
I think if you were dealing with something to do with morality or ethics, then you’d need to be loud and boisterous and make it clear you’d never go along with that, and threaten to resign if the situation isn’t rectified. But where you’re talking about tweaking issues or steering issues or a different approach to business judgment, I think you have to be very careful about being too boisterous on those matters, and should attempt to be persuasive and private.
Alvin R. Carpenter, 61
Former Vice Chairman, CSX Corp., Jacksonville, Florida
Florida Rock Industries, Regency Centers, Stein Mart
It happened once in the case of a board considering a pretty sizable acquisition. Management clearly wanted to do it. But based on some things I knew, I questioned the ability of the company to handle it from a technology standpoint. I felt that it was a very scary proposition and it wasn’t simply a financial decision. Although the finances said you should do it, there were a lot of other issues, like can you do it properly? And the board started asking additional questions. We called in the head of IT, for example, and asked him, “What do you think?” We did this in front of the president and the CEO, had the IT guy answer some very direct questions. And I think management was somewhat surprised by some of the answers. As board members asked these hard questions, management started feeling a little uneasy because they knew they’d be held accountable for it working right, and they backed off.
But unless there’s fraud or dishonesty, I think you need to be very, very careful if you want to override management. Because as a board member, you never know as much as the CEO.
J. Leland Strange, 62
President and CEO, Intelligent Systems Corp., Norcross, Georgia
Allied Holdings
First of all, you have to recognize that it’s a process of deliberation, not unlike a legislative process. For the best outcome, you have to insist—actually insist—that the deliberative process occur. There was a head of steam by a group of directors to replace the CEO at one company where I was on the board. It was fairly obvious to some of the rest of us that this was a battle of wills and conflict of personalities more than it was a real substantive difference on how to run the company. It had developed into an emotional situation rather than a rational one. It took a minority of directors to calm everybody down. We said, “Wait a minute. Do we really have the wrong CEO here, or are these just emotional events that have been blown out of proportion?” And in fact, after talking it through we decided that we did have the right person as CEO.
L. Ben Lytle, 57
Chairman, Foundation for Better Health, Indianapolis
Anthem Inc., Duke Realty, Monaco Coach, USI Holdings
