Board preparation swells into a weeks-long effort, so polished materials absorb executive time while operating problems wait until after the meeting.
An example
Preparation for the March board meeting at a gas distribution company started in mid-January. The chief executive wanted a new strategy section, three rehearsals, and every chart rebuilt in the new template. The head of field operations had spent the winter tracking a rise in leak calls in one older service area, where response times had slipped from forty minutes to seventy. Twice she asked for an operating review to approve a crew reallocation. Both reviews were bumped for deck rehearsals, and she was told the issue could wait until after the board. The directors saw a polished deck and complimented the chief executive on its clarity. The crew reallocation was approved in April, after the state regulator sent an inquiry about the response times.
Why it works
Board work is visible, low risk, and rewards craftsmanship, so polishing the deck looks better than fixing the business. Operating problems look worse by comparison, something to get to after the board. Raising them during prep season is costly: the person who does becomes the one not helping get ready for a deliverable the chair and lead director will see. The board sees ever-better materials while the business decays. The diversion works when directors reward polish over candor, the chief executive's standing depends on board confidence, the problems are slow-burning, and nobody presses for an operations-only review.
The thinking behind it
Erving Goffman Front and back regions, from The Presentation of Self in Everyday Life (1956): performances happen in a front region before an audience, while preparation and contradicting facts stay in a back region. The board meeting is a front region, and weeks of rehearsal polish the performance while operating problems wait backstage. Directors who walk the floor, or add an operations-only review, step into the back region.
Herbert A. Simon The scarcity of attention, from Designing Organizations for an Information-Rich World (1971): information consumes the attention of those who receive it, so attention is the scarce resource. Every hour spent on slides is an hour the executive team does not spend on operations, and nobody has to decide to neglect the business for that to happen. Operating reviews that board prep cannot displace protect the attention the work needs.
Warning signs
Weeks of executive calendar go to deck building and rehearsal while operating reviews get rescheduled. Anyone raising an urgent issue is told it isn't the right forum, or that it will keep until after the meeting. Board materials get more polished each quarter while operating metrics worsen. Directors praise the clarity of the presentation, and none of them has visited the operation recently.
How to defend yourself
Protect operating reviews from displacement. Schedule them in advance with decision rights attached, and each time one is moved, put the cost of the delay in writing.
- Bring an urgent operating issue to the chief executive with a decision attached, small enough to make in ten minutes.
- If the issue is material, make sure it appears in the board materials.
- Find the director with an operating background, or the audit committee chair, and give them a reason to ask.
A lead director who asks to drop the deck and walk the floor ends the diversion.
How a leader shuts it down
A lead director or audit committee chair can ask to drop the deck and walk the floor, or add an operations-only review to the board calendar. Limit the executive time that goes into board materials, and reward candor in the pack over polish. Chief executives can set operating reviews that board prep is not allowed to displace.