By: Larry Walker, Richard Blair, and James A. Rice
High performance health systems require positive and continuously enhanced collaboration between the Board Chairperson and the CEO. What are the factors that can frustrate or facilitate this collaboration? We have found that most of these factors are often wired into the art and science of a positive and productive, mutual mentoring relationships.
New Board Chairpersons are expected to step up to making strategic decisions and understanding the dynamics of risk in complex health systems, in a complex industry. The risk of making mistakes reduces with experience, but this is only gained with time and some learning through experience.
Mentoring by the CEO and other board leaders reduces this risk of failure by the intentional transfer of both insight and experience. Mentoring also supports the development of soft skills in managing behavior and relationship skills which become increasingly important when assuming Board positions, be it Chairman or Non-Executive Director – all roles where sophisticated soft skills and judgment are critical to success.
But CEOs Need Mentors Too. A yearlong study of how new CEOs in large organizations gain access to seasoned counsel and feedback surfaces useful insights.. Although these leaders have usually experienced mentoring earlier in their careers, arrival at the top suddenly narrows the available and appropriate options. To keep raising their game--and having their thinking usefully challenged--CEOs need wise mentoring. They're finding it, the authors learned, by turning to high-profile veteran leaders from outside their companies.
- Special considerations must go into matching mentor and mentee
- Structuring their sessions to deliver the intended benefits, and prioritizing the process so that it isn't crowded out by other demands
- Total confidentiality is an absolute necessity--as are regular meetings--and storytelling is the mode of knowledge-sharing both parties usually prefer.
We believe CEOs can also benefit from a collegial partnership with their Board Chairperson.
In recent conversations with Board Chairpersons, we find a series of practical mentoring actions they perform to support a positive and collaborative relationship with their CEOs:
- Commit to stay focused on strategic rather than operational issues, and invite the CEO to help continuously orient and develop your capabilities as chairperson;
- Periodically review and explore a shared consensus of which of the 50 smart behaviors of the board are most useful for your situation;
- Encourage interactions outside board meetings that support collegial rapport, respect and trust, such as social events, community programs, educational trips
- Have candid conversations about how the board can be more supportive of the C-Suite Team, as well as physician leaders, and occasional “town hall” type interactions with staff;
- Conduct frank but friendly reviews of each board member to find ways to unleash their talents and contributions to the work of the board and its committees;
- Collaborate on committee chair appointments, as well as the members invited to serve on each committee;
- Consider including a “Board Member Manifesto” in your board orientation materials or with the agenda for the first meeting of the year.
- As a board member, I promise to:
- effectively advise the CEO
- ask tough questions instead of assuming
- act when necessary
- demonstrate full commitment and engagement
- collaborate with the CEO to establish expectations, agendas, processes and decision rules
- build professional relationships with the management team
- demonstrate humility, self-awareness and check my ego at the door
Trust building is a central dimension of these mutual mentoring relationships.
Trust plays a vital role in the ability of the CEO and Board Chairperson to communicate openly and honestly. Without trust, individuals may be hesitant to participate in discussions, raise issues, or share their viewpoints. In order to build mutual trust, the Chair and the CEO must rely on one another for support, consultation and advice, and complement one another’s strengths and responsibilities.
Smart CEO-Board characteristics can be applied directly to the Chair-CEO collaboration. In the “The Board-Savvy CEO,” the authors identify four characteristics of a board-savvy CEO:
- A positive, constructive attitude and well-developed emotional intelligence to work with the board. Board-savvy CEOs nurture their Chairperson as a precious asset, and they welcome and ask for strong board leadership.
- Board-savvy CEOs are experts in high-impact governance. That means they not only devote significant time and attention to working with their Chair and Board, they also develop significant knowledge and expertise in the area of board leadership. They understand what it means to be a high impact board, and how board culture, and structure and processes play into producing high-impact governance.
- The ability to play an active role in helping the board Chair develop his/her capacity to produce high-impact governance. Board-savvy CEOs take accountability, along with their board chair, for continuous governance and leadership improvement. Good is not good enough for these boardsavvy CEOs.
- Board-savvy CEOs pay very close attention to keeping their working relationship with the Chairperson fine-tuned and healthy. The CEO-Chair partnership recognizes the highly diverse needs, emotions, governing styles and personalities present in board members, and work to ensure that board members work together collegially and with a sense of purpose. They communicate effectively to keep a healthy, trust-based relationship. And they encourage their board members to undertake a thorough, rigorous annual board self-assessment in order to understand board needs and build bridges to better governance.
The CEO-Savvy Board Chairperson. It’s equally as important for the Chairperson to be CEO-savvy as it is for the CEO to be Board Chair-savvy. The CEO-savvy board chairperson:
- Is always “on the same page” with the CEO. Board Chairs are careful not to become involved in hospital operations, roam the halls like a manager, discuss management issues with physicians and staff, or give any kind of direction to employees. They never engage in “behind-the-back” discussions, which only lead to an atmosphere of mistrust between the CEO and the Chair.
- Focuses on strategy and policy, not minutia. In addition, they deal only in evidence, not in anecdote.
- Sets clear performance expectations with the CEO and provide candid feedback on a regular basis. They want the CEO to understand where he or she is in the eyes of the board, and increase the CEO’s sense of security and command.
- Understands the critical importance of confidentiality. They never share confidential hospital information with people outside the board, and understand that this is a critical piece of their fiduciary responsibility.
- Values governance participation and productivity. They recognize that what happens during the critical time that board members meet sets the stage for everything the CEO does following the meeting. They use their meeting time productively and efficiently, and focus on ensuring that steps to be taken following the meeting are clear and concise, and understood by all.
Creating Success: Acknowledge Mutual Needs
Establishing a successful relationship takes work on the part of the Chairperson and the CEO. There are a number of ingredients inherent in a good Chair/CEO relationship, including:
- Communication is clear, crisp, concise and accurate, and candor is the order of the day;
- Both the Chair and the CEO are “on the same page,” and display a mutual understanding of issues from their own unique perspectives;
- Roles, responsibilities and accountabilities are clear and well-expressed;
- The board has a clear understanding of its policy and strategic “place” in the leadership continuum, and egos are not allowed to suppress the important work at hand; and
- A strong sense of synergy results from a mutual understanding of what both the CEO and the Chairperson bring to play in tackling the complex challenges that face the organization.
Board Chair Needs.
The Chairperson needs to have an understanding of emerging issues that will drive organizational need and organizational success in the future. In addition, she or he needs to understand the nature of the barriers to success from the CEO’s perspective, and understand precisely how they can be the best leadership asset to the CEO and the health system in dealing with these issues and barriers. Crisp, clear and concise overviews assist Chairs in keeping their thinking at a high level, and avoid the tendency to “wander” into operational areas that are inappropriate.
The CEO needs to understand the information and perspectives the Chairperson requires in order to lead with purpose and vision. He or she needs to have a Chairperson with curiosity, and a culture of candor and commitment. This requires energetic participation, creative thinking and a willingness to challenge the status quo. If the Chair/CEO relationship is not operating at a productive, high-level, there is always the looming potential for leadership to descend into a destructive spiral of mistrust, miscommunication and misunderstanding.
The Board Meeting: The Center of Communication Success or Failure
The board meeting is the center of communication and relationship success or failure for the Chair and CEO. Unfortunately, board meetings are often not as effective as they should be due to poorly planned agendas, time wasted on routine reports and too much emphasis on operational issues and details, too often frustrating the CEO and Board Chairperson.
Board meetings often focus on mundane details that have little impact on the long-term strategic direction of the organization, when instead they should focus on the vision, values, governance policies and strategic leadership issues critical to future success. To foster solid CEO-Chairperson effectiveness, their partnership should ensure that meetings are wisely planned by mutual agreement. It is essential that all board members be fully informed about important issues, and that agendas be geared toward the strategic future of the organization. If boards only ensured this one single leadership focus, board and CEO relations in hospitals across America would improve dramatically.
Ensuring Effective Meetings. Effective, high-performance boards spend most of their time on important strategic and policy issues. They engage in rich discussion and dialogue, assess outcomes, and participate in ongoing education. Their meeting agendas indicate key messages from the work of committees. They also focus on the issues that are most critical to the organization, and where they can have the greatest impact. One way to ensure that meetings are focused on where the hospital or health system is headed, rather than where it has been, is for the Chair and CEO to design the agenda around the “25/75” rule.
According to many governance experts, no more than twenty-five percent of meeting time should be spent discussing past issues, and on retrospective reporting and analysis. At least seventy-five percent of board time should be dedicated to issues in which the board has the greatest impact: planning, setting policy, making critical decisions, and setting future direction. The CEO and Chair partnership plays a major role in this area. They should ensure that trustees receive materials to review well in advance of board meetings to avoid grumbling about a lack of time to become familiar with the issues. In addition, the CEO and Chair should work closely to ensure that meetings are orchestrated to maximize meaningful dialogue and a focus on the future. This is more challenging in a calendar of monthly meetings.
How Did We Do? The first five minutes after the board meeting count, too. Many boards pack up and leave the moment adjournment is announced. But what if you knew your board meetings could become more energized and effective if you gave just five more minutes of your time at the close of each meeting, and/or invited members to email their comments to the Board Chair immediately after the meeting? Board Chairs that conduct the most efficient and effective meetings fine-tune their meeting work through the use of individual board meeting evaluations.
These evaluations can be completed in five minutes or less. Simple questions might include:
- Did we focus on the right issues?
- Did all members participate in an active way?
- Did we develop our “knowledge capital” with pinpointed board education?
Comments could also be sought regarding the helpfulness of board materials, meeting direction and focus, issues as they relate to the strategic plan, fairness of deliberations, and a sense of whether each member left the meeting knowing what he/she needs to do next. Completing these individual meeting evaluations helps the Chair and CEO to continually refine the board agenda, and respond to board needs.
If properly planned by the Chair and CEO, executive sessions can be productive places for candid and forthright board/CEO discussion. There are two types of Executive Sessions: One, the more common version, is when the board asks all staff except the CEO to leave; and the other less frequent Executive Session is one in which the board meets without the CEO.
Executive sessions with the CEO and board can more comfortably be called “Conversations with the CEO,” and are settings that allow the board to handle confidential matters behind closed doors without staff or “outsiders” present. They typically take place following adjournment of the regular board meeting, but they may also take place before or during the meeting. Appropriate topics for an executive session may include personnel matters, investigations or updates on alleged improper conduct, CEO performance assessment, aspects of strategic planning, legal negotiations and financial discussions with an auditor.
In addition, there are times when the board simply needs to have an opportunity to openly and confidentially share opinions among board members on a particular topic. In order to be effective and not misused with a “shadow-agenda,” executive sessions should address only pre-determined issues and not delve into discussion and decision-making that could more appropriately be conducted in the regular board meeting. The executive session is not an excuse to avoid difficult topics and conversations, or inappropriately hide board deliberations behind closed doors.
Good Reasons for Executive Sessions. Holding regular executive sessions can go a long way toward building a strong sense of connection and communication between the board and the CEO. The Chair-CEO partnership needs to ensure that the executive session enables both to engage in the kind of dialogue that is oftentimes difficult during regular board meetings when staff members and, in the case of public hospitals, the press and members of the community, may be in attendance.
Rules of Engagement. The following rules are critical to observe in order to ensure successful executive sessions:
- Executive sessions should be short and highly focused;
- They should never be used as a method for operating “under the radar” of the regular board meeting;
- They should not be an ad hoc, anecdotal free-for-all;
- Sessions should be held with the CEO’s support and approval
- If the CEO is not present, he or she should be provided with a summary of the session immediately after the meeting; and
In summary, high performing health systems are wise to focus mutual respect and collaboration between the CEO and Board Chairperson. Perhaps you can arrange a productive conversation about the above topics, and agree upon a roadmap to explore some new ways at mutual mentoring.
 See: http://www.chairmanmentors.com/media/pdf/cmi-research-ceoneedmentors.pdf
 See: https://www.integratedhealthcarestrategies.com/assets/pdf/governance/Governance_50-Smart-Behaviors.pdf
 See: https://www.trusteemag.com/articles/886-how-to-create-a-better-board-ceo-relationship
 See: http://www.aasa.org/SchoolAdministratorArticle.aspx?id=9296