Before a board meeting with a contested item, the chief executive or sponsor briefs directors one at a time, hears their concerns, and adjusts the proposal, so the meeting deals with known positions.
An example
Nine directors sat on the board of a regional airline whose chief executive wanted approval to order twenty aircraft from a manufacturer the airline had never flown, and at least three were wary. Three weeks before the board meeting she met each director individually, starting with the two whose views carried most weight with the others, and asked each what worried them. One feared pilot training costs, another the manufacturer's delivery record, a third the balance sheet. She went back to the manufacturer and won penalty clauses for late delivery, had finance model the training costs in detail, and restructured the financing to keep debt within the covenant ratios. At the meeting each director found their concern answered in the board papers. The order was approved with one abstention.
Why it works
Meeting directors one at a time makes the proposal look better, because it is revised to meet their actual concerns before they see it in final form. It makes approval easier, because each director has had a private chance to raise worries without being seen to oppose in the boardroom. The sponsor has to listen and adjust, start with the most influential directors, and face a board open to persuasion before it meets.
The thinking behind it
James K. Sebenius In 3-D Negotiation: Powerful Tools to Change the Game in Your Most Important Deals (2006), David Lax and James Sebenius describe backward mapping: start from the agreement you want, map the parties and their interests, identify patterns of influence and deference, and decide the order in which to approach people. Meeting the two most influential directors first, then the rest, applies that sequence to a board, and each conversation fed changes into the proposal.
John J. Gabarro Gabarro and Kotter's Managing Your Boss (1980) treats the relationship with a superior as mutual dependence between two fallible people, which works when the subordinate understands the boss's goals, pressures, and working style. A board is the chief executive's boss in collective form. Asking each director what worried them, and answering those worries in the papers, is that understanding applied before the meeting where the decision is made.
When it fits
Board decisions where several directors have reservations and the stakes justify individual time. You need the standing to request private meetings, the willingness to change the proposal, and enough time before the meeting to make the changes. Boards that expect all deliberation to happen in the room may resent it.
How to use it well
Start with the directors whose views carry the most weight with the others, then work outward, and leave enough weeks to make real changes.
- Ask each what worries them, and listen more than you present.
- Note the concerns, and change the proposal where they are right.
- Answer the rest in the board papers, so each director sees their concern addressed.
- Tell directors what you heard from the board as a whole, without attributing private remarks.
Keep the chair informed throughout, and leave the decision itself to the meeting.
What it costs and where it backfires
Private meetings take time from you and the directors. Some will see them as lobbying and resent it, especially on a board that values open debate. A director who raised a concern privately may feel bound by it. Every director must hear the same account. Telling directors different stories, promising one something you hide from the rest, or using the meetings to freeze out a dissenter turns preparation into dividing the board.
When it is used on you
Raise your concerns freely if you are a director being briefed one-on-one, and ask what other directors have raised. Insist that material changes appear in the board papers and that the full debate happens in the meeting, where everyone hears the same account.