In late April, Zayo had a board meeting in Boston. This was the first time I put into practice “Part 1: CEO Report Card” of the Closed Session of the Board.
As you’ll recall from my blog post “Closed Sessions of Board Meetings” in early May, the final item on the board meeting agenda includes only board members and the CEO.
My format for the Closed Session has four parts. In part 1 I get to do the talking. I get to play Roger Ebert. Part 1 is the CEOs opportunity to share thoughts with the board without the broader management team in the room.
I begin by commenting on the board meeting itself. Did I think the meeting went well? Are there areas that require a bit more color—such as agenda items that went adrift or problem areas that surfaced unexpectedly? Perhaps someone from the management made a comment that came off as inappropriate or misleading, but correcting this in front of the board did not seem wise.
Next I cover the company in general. How do I think the company is doing? What do I feel good about? What keeps me up at night?
Then I shift to the management team. Who is doing a great job? Who might be struggling a bit? Where might we have holes in the organization we need to fill? What do we see as our pillars of strength? What changes am I contemplating and why?
The final part is to provide feedback to the board. Do I think our board is operating effectively? Are there any issues I see regarding the board (or the investors they represent)? As I look forward in time, what changes might we contemplate?
Perhaps the most important aspect of a director’s role is to assess the CEO. Hearing what is truly on the CEO’s mind is quite helpful in this assessment. Do the directors believe the CEO has his or her arms around the company’s challenges? If so, they are much-relieved and can focus on monitoring how the CEO excutes. If, to the contrary, the board sees it differently, they at least have a clearer picture of what is going on inside the CEO’s head.
After I finish with my report, the Closed Session of the Board advances to Part 2. I will outline Part 2 in a subsequent post.
Posted by Dan Caruso (May 12, 2008)
May 19th, 2008 at 12:02 am
[…] Friday, I described what happens in Part 1 of the Closed Session for the Board: the CEO Report Card. This enjoyable session is where the CEO gets to opine on the management team and the board. […]
June 4th, 2008 at 12:04 pm
[…] The Clossed Session is the part of the board meeting where only the board and CEO remain in the room. I structure my closed board sessions as a four step process: 1) CEO Report Card […]