A Closed Mouth Gathers No Foot
from
May/June 2006
by Julie Connelly
To a new director, the boardroom can be as formidable as the
Court of St. James’s. What’s the protocol, and how do you navigate it
without making a fool of yourself? Don’t brush this off as so much
froth. As Judith Martin, the author of the freshly updated
Miss Manners’ Guide to Excruciatingly Correct Behavior
(Norton, 2005), told
Corporate Board Member
, “Boards are contentious places, and rules are needed to keep everyone in line.”
What follows is questions we figured you’d ask if you only had the nerve, along with answers from various experts.
When I first walk into the boardroom, how do I figure out where to sit?
If there are no nameplates, ask the chair. But even if he shrugs and
says, “Oh, anywhere,” watch out. People gravitate to the same seats
around a boardroom table just as they do around the family dining
table, and the last thing you want is to usurp the audit chair’s
customary perch. “Don’t rush to take a seat,” says Susan Stautberg,
president of PartnerCom, a board consultancy that, among other things,
runs training camps for would-be directors. “This is not a photo op,
where you dash into the room to grab a seat next to the president so
you can be seen whispering in his ear.” Instead, chat with other
directors until people start sitting down and one of them takes pity on
you and escorts you to a spot.
How long should I wait to speak?
“New board members tend to talk too much. They think they have to
comment on everything,” warns Betsy S. Atkins, a director of Chico’s
FAS, Polycom, and Reynolds American. So give yourself a couple of
meetings to get the lay of the land before you pipe up. If there’s any
small type in the board materials that you don’t understand, ask the
lead director privately for an explanation. Says Rosalie Wolf, the
independent chair of the Sanford C. Bernstein Fund, a family of mutual
funds: “You want to get a feeling for what’s discussed at board
meetings.” When you do speak, don’t use up valuable airtime with
rambling personal prologues to your questions. Just ask them. You’re
not some senator trying to impress the television audience at a
confirmation hearing.
Should I drink at the dinner the night before the board meeting?
Lunches and dinners are social occasions, but never forget that they
are still business. If no one else is drinking, then don’t. On the
other hand, if you’re not a drinker but everyone else is, you can
abstain, says Judith Martin. If there’s another social occasion after
the board meeting, resist the temptation to revisit any divisive issues
you’ve just been discussing.
How do I handle someone who tries to shout me down?
Like school playgrounds, boardrooms have their share of bullies. No one
likes them, because they interfere with the collegiality that is so
important on a board. Stuart R. Levine, author of
The Six Fundamentals of Success
(Currency, 2004) and the lead director at Gentiva Health Services,
believes it’s the chair’s responsibility to see that all directors have
an opportunity to share their ideas. If a bully has targeted you, says
Mary Mitchell, author of
Class Acts: How Good Manners Create Good Relationships and Good Relationships Create Good Business
(M.
Evans & Co., 2005), “don’t interrupt. Let the person vent.” Then,
as calmly as possible, return to the point you were making. Whatever
you do, Mitchell cautions, don’t get so upset that you walk out of the
room, because you’ll have to come back—“and at some level that will be
with your tail between your legs.”
Are there any kinds of behavior I should avoid because they’re distracting?
Their name is legion. But there’s one irritant that is in a class by
itself: the BlackBerry prayer. Other directors go crazy when they look
down the table and see you, your head bent reverently over your lap,
reading your e-mails or text-messaging during the board meeting. That
is behavior so uncivilized as to render you unfit for any boardroom.
