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Season Finale: Avoiding Defensiveness In Board CEO Relations

By July 7th, 2023No Comments16 min read
Home » Season Finale: Avoiding Defensiveness In Board CEO Relations

Appearing defensive in a board meeting can break the trust between members. Learn that it’s okay, to be honest, and to say “I don’t know” if you really don’t know. Join Douglas Nelson and learn five tactics that you can use to avoid being defensive in board CEO relations. As a leader, it’s your job to step into these challenging conversations. Your board is just there to help you so that you can all move forward as one company. Stop being defensive and start being honest today!

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Season Finale: Avoiding Defensiveness In Board CEO Relations

Reflection On 2021

I’m pleased to be able to share with you this final edition of Season 5 of the show, where we’re going to take a deep dive into board-CEO relationships. At the end of the episode, we’ll share five strategies for managing the issue of defensiveness when working with your board, either in meetings or in between. First, I want to share a quick reflection on 2021 and the year that has been. Through our work here at The Discovery Group, we get to see large and small organizations across the country throughout the entire social profit sector, showing up every day to make a positive contribution to the communities and the missions that they serve.

We have consistently been inspired by leaders who, though fatigued in dealing with all of the challenges so well-outlined on LinkedIn and other social media, are committed to making a difference. They are supporting the people around them, and engaging their boards, volunteers and donors in new and unprecedented ways to make our country and communities stronger, better, and a more humane place to be.

Board Relationship

At The Discovery Group, we believe in the social profit sector. We believe in philanthropy and its power to change the world for the better. We are inspired every day by our clients and others in the sector who are trying so hard to make such an incredible difference. What gets in the way sometimes of that difference? What’s one of the issues that we see CEOs and executive directors managing? It’s the relationship with the board.

We held one of our CEO roundtables where we brought together 30 CEOs from across the sector and organizations of different sizes, mandates and missions to talk about this issue. They have the opportunity for people to share their concerns, what they are seeing, how it’s different in managing boards through Zoom and other platforms, and how it’s feeling as some organizations return to in-person meetings. They share best practices and look ahead to how supporting boards over the year to come is going to be different than the year that has passed.

The Principles For A Healthy Board-CEO Relationship

We started the conversation by sharing our five important principles of thinking about working with your board. The first is your board is an asset. Help them help you. Truly committed, smart and capable individuals who are successful in other aspects of their lives are coming together around the shared purpose of supporting and advancing the mission of your organization. Consider that as you think about working with your board.

One of the most important parts of being an asset and fulfilling that mandate, and fulfilling the opportunity of being an asset is that the board understands the business model of the organization. They understand where the revenue comes from, how the revenue is raised, whether it’s through grants or fundraising, what types of fundraising, how grants are made, and how programs are funded. Understanding how the organization works allow your board to give better and more insightful advice, ask better questions, and do a better job around the board table.

It doesn’t mean inviting them into operations. It means giving a clear picture of what’s happening in the organization, and how the organization operates so that they can be better and more complete directors in asking their questions, and monitoring the performance of the organization. Always ensure that your board understands what is being asked of them. Are they being asked for advice? Are they being asked to make a decision? Are they being asked to explore a particular topic? Are they being asked to act as ambassadors on behalf of the organization? That clarity, whether it’s by labeling or color-coding the agenda or being clear as each topic is introduced on the agenda can help eliminate a lot of the confusion that often happens around the board table.

Board Meeting Challenges

Four, if there’s an issue with communication, it is likely a symptom rather than the cause. In our conversations with board members and through our work, we’ve talked to more than a thousand of them over the last number of years. One of the primary issues that we hear is, “We don’t know what’s going on. We don’t hear enough. We need better communication.” Almost undoubtedly, it’s not that there aren’t enough emails or interim reports from the CEO in between board meetings. It’s that board members don’t understand or don’t feel like they have access to the information that they need to have a close connection to the day-to-day operations of the organization, “What’s going on? What’s the good work that’s happening?” A lack of communication or that feeling of a lack of communication is often a symptom of other areas of governance and board management, rather than the cause of the problems themselves.

A lack of communication is often a symptom of other areas of governance rather than the cause of the problem. Click To Tweet

The final principle to take into thinking about board-CEO relationships is that as leaders, it’s our job to take the lead, and step into challenging conversations as needed, rather than waiting and hoping that the challenging conversations might pass. There are so many opportunities as leaders to interact with our board members, and so many opportunities for things to go a little awry. When we show up and understand that the relationship with the board is always going to be challenging because it’s their job to challenge, the tension between a board member and the board in general and management is healthy. It’s what they’re here to do.

In our conversations with these 30 CEOs that we did over a couple of days, we asked the question, “What can go wrong in board meetings?” I’ll ask you, our audience, if any of this sounds familiar. The board members ask questions, diving too deeply into the operations and focusing on the details or the footnote on page seven. The board members don’t ask questions or otherwise respond to a presentation. There’s that awkward silence that follows the, “Does anyone have any questions? Is there any reaction to that conversation?” Nothing happens. As many of us in the sector grew up as fundraisers, we’re often okay with awkward silences but they do tend to drag on. In the board meeting, they rarely signal that things are going well.

We also heard that board members raise issues from past meetings that have already been addressed or have been discussed many times. At The Discovery Group, we call these issues zombie issues because you think you’ve put them to bed or you’ve put them down, but they come rising up meeting after meeting. It becomes difficult, particularly if it’s 1 or 2 individuals bringing these issues up all the time and distracting other board members from doing the good and important work that the board is engaged to do at that particular meeting.

The fourth issue that came up, and we agreed among the group that this is something that’s happening more often, is that board members are coming to the meeting without having read the package. Those board members with glasses, you can see the board package reflected in their glasses as they’re reading as the meeting is going on. It shows up in the questions that they ask and the level of engagement. When they do ask questions, they often tend to be superficial or clarifying around what a term means or what the intention is, rather than getting into the strategic issues that underlie those decisions.

Avoiding Defensiveness

With those four issues that were coming up, we had lots of great sharing about what had happened and how to manage those things. The one issue that came up first and foremost that I want to spend the most time on in our time together in this show is avoiding defensiveness. That feeling of being called out, questioned, or challenged in a board meeting puts us on our back foot as leaders. I know in my time as CEO at a couple of different organizations that those moments of feeling defensive were some of the most challenging that I felt as CEO. What came through talking to our CEO roundtables was that they too viewed this as the number one challenge in a board meeting that you face as the leader.

It’s important to get this right because appearing defensive can break down trust and result in board members not asking questions, asking more questions, and leaning in to challenge. They’re thinking that they may have found an area of weakness, something you haven’t considered, or something you’re trying to hide from them. Always remember, it’s the job of the board to be curious. It’s their job to provide oversight and ask questions of management.

One of our colleagues in the CEO roundtables said that she has a note that she writes to herself during a board meeting that says, “They are just being curious.” That’s an important thing to keep in mind. We all know this and this is something CEOs and executive directors say to each other all the time whenever they get together. It’s that board members do not live and breathe the business like the CEO.

The questions are usually coming from a place of trying to understand and apply what they are hearing around our board tables to their work or experience with other boards and trying to provide or build a context from which they can ask better questions so that they can understand the strategies that the organization and the CEO are employing.

The 5 Strategies To Avoid Being Defensive

Always keep in mind that reacting defensively can make it seem like you’re not leading or haven’t done your homework. As we’ll talk about when we get to the strategies, it is okay to say, “I don’t know. We hadn’t considered that perspective.” It is often not okay to act defensively and say, “That’s not something that we talked about. That’s not something that we needed to consider.”

Your approach and tone to the most challenging questions can give confidence to not only the questionnaire but also the other board members who are looking to see your reactions, and to understand whether you and your team do have a handle on whatever this controversial, challenging, or commonplace issue might be.

We all know the simple fact that defensiveness can lead to extra and often unproductive work because boards may ask for additional information, an environmental scan, multi-variant forecasts, or simply, “You need to show your work before you can move forward.” Avoiding defensiveness, in general, is something that comes not just with experience but with a fundamental mindset shift that your board is there to help and to ask questions. It’s our job to provide them with the guidance that they need through the information in order for them to do their job best.

As a leader, it's your job to step into challenging conversations rather than hope and wait for them to pass. Click To Tweet

It’s knowing that we want to get to that place where tension is positive and constructive and everyone is clearly aligned on the organizational purpose. Everyone understands how the organization works, how the revenue works, how the expenses are decided, how the grants are made, how the programs are operated, and how the HR strategies within the organization are deployed over the course of a year.

The more our boards know, the clearer we are with how we approach and ask them to participate, whether as advisers, explorers, deciders or ambassadors. The cleaner we are in our presentation to the board, the better that tension is, and the more likely that tension is to be productive to make your organization and you better as the CEO.

Strategy No. 1

“Tell me how I can avoid being defensive with your board.” It starts with the mindset but let’s get into some specific tactical takeaway ideas. We’ve got five of them. 1.) Remember, a question that you believe is diving into operations, maybe trying to get at a perceived risk. Respond to what you perceive to be an operational question with reference to your organization’s risk framework. Take it to the appropriate strategic level where you want the board to be interacting, asking questions, monitoring, and paying attention.

A question about a particular line item of expenses can be taken up to the level of risk in terms of how we monitor our overall expenses, how we do our budgeting, and how we track our performance against our budget, rather than answering the number of paper clips, the number of times an ad was run on the radio, or whatever level of operational spending the board is asking about. Take it back to that 10,000-meter level where the board does its best work.

Strategy No. 2

2.) Don’t assume you know the reason for the question. Always look for opportunities to ask clarifying questions to get at what the intent of the initial question was. It’s not okay or it doesn’t work to say, “I’m trying to ask and understand what you mean to be asking.” It comes from a place of genuine curiosity and truly seeking to understand.

Meet the board member where they are as an engaged volunteer who cares about your organizational purpose, and who is trying to do their job as a board member. Don’t assume the reason for a question. That assumption only leads to trouble. Ask clarifying questions to get underneath and find out where the question is coming from.

Strategy No. 3

3.) This happens a fair bit, particularly in our Zoom world. A question may be asked that is answered in the board meeting package or is continually reoccurring. It’s something that comes up on a regular basis around the board table. Refer the board member to the relevant material, and then ask if there’s further information required or if the information provided needs to be clearer or presented in a different format.

If this is a persistent issue with a specific board member, perhaps gently turn the question to the whole board and ask whether anyone else found the information unclear or incomplete. If so, how can you clarify for next time? Bring your whole board along with you when you’re asking those types of questions. Be very careful not to single out an individual board member but ask from a place of wanting to get the answer right.

You want to make sure that we’re providing the answer that they are looking for. It was in the board package but referring to Jim, Sally, Bob or Karen, “It’s always on page eight.” Reacting in a short manner to the board members can make all of your board members feel defensive themselves. You want to bring them along. Ask if others had that question or were having a hard time understanding that information or finding it in the package. Look for ways to make that clearer and easier to access for them for the next meeting.

Strategy No. 4

4.) Ensure your package is concise, which means less than 50 pages. If you want smart and engaged people who care about your mission to put their best thinking into doing their board work, do not bombard them with reports, committee meeting minutes, or long reports that even you as CEO may or may not have read the entirety of.

Target having less than 50 pages unless it’s your audit report so that board members can have a realistic chance of sitting down, reading it, and coming up with thoughtful, interesting, and engaging questions that will add value to the board conversation and the organization. If you are going to report on committee reports and all of the stuff that goes in the consent agenda, make sure it is not in the PDF or inboard source in the same packet as the rest of the board meeting.

Make it separate and clear where you want your board members to be focused in 50 pages or less. You will find remarkably that you’re on the defensive a lot more often. The discussions are a lot better, and the board is working a lot better. It also will eliminate any of those questions about board members who were saying that there’s not enough communication, and that they don’t feel like they know what’s going on. The answer is almost always a shorter board package. It is never a long one.

Strategy No. 5

Finally, after we’ve got the board package short, the fifth tactic is almost akin to a magic wand for CEOs and all staff that are reporting to boards. If you don’t know the answer to a question, be honest and say so. Confirm that you will get back to them and then follow up with the answer. Your boards know that there is a lot that runs through your desk, email, Zoom, and everything that you touch in a day. There is a lot on your plate. No board expects the CEO to know everything, every answer, and every operational detail.

If you’re asked a question you don’t know, say you don’t know and how you would approach answering that question if it’s not something your organization has considered. If it is something you’ve considered, and it almost always is, say you don’t know and you’ll get back to them. Don’t wait until the next meeting or two weeks later. Follow up as soon as possible with that answer and send that answer to the entire board.

“You’ll remember that Parm asked this question at the last board meeting. We went back and here’s the answer. Thank you for asking that question. If you have any further questions, please feel free to follow up with me directly.” Make sure your board members know that you’ve answered that question by copying them all. Be honest and say, “I don’t know.” Those are three magic words that will improve your board relationship and diffuse defensiveness and unproductive tension in a remarkable way.

Those are the five strategies. 1.) Respond to operational questions at the level that you want the board to be paying attention to and at the level of risk at 10,000 meters. 2.) Don’t assume that you know the reason for the question, and use clarifying questions to get at the root of what the board members are asking about. 3.) For board members who haven’t read or who are asking questions about the information that’s provided in the package, refer them to the relevant material and then ask if further information is required to make it clearer. If necessary, bring the board along with you and ask if they had challenges finding the information, and how you can make it clearer.

4.) Ensure the package is concise and less than 50 pages. Smart people read 50 pages, take it in an hour, ask good questions, and be ready for the board meeting. When you give them 150-plus or 136 pages, you are doing something to them that is not nice. It is not kind. It is not asking them to bring their best selves to the board table. 5.) Our magic weapon or magic wand, “I don’t know.” If you don’t know the answer to a question, say so. Get the answer and copy the whole board on the response within two days of the board meeting.


Those are the five tactics that you need to reduce defensiveness in working with your board. I hope some of those are the ones you’re already using. I hope many of you recognize some of the advice from other episodes and guests that we’ve had on. I hope all of you have some time to rest and restore over this end-of-year break that many of us have to come, and build up your energy for 2022. Not only will Season 6 of Discovery Pod be the best one yet. We’ve got a lot of great work to do in this sector. Until then, be compassionate, stay learning, and make it great. Thank you for reading and for all the work that you do in our sector every single day.

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