No Surprises With the Board

Tactics of Organizational PoliticsOutsiders, Boards, and DealsA tactic to use

Chief executives who tell directors about bad news and emerging risks early, before they hear it elsewhere, find the board trusts their account when they later ask for backing on a hard call.

An example

Four months after closing a forty-million-dollar funding round, the chief executive of a logistics software startup saw the first signs of a problem: two of the ten largest customers had cut seats, and a third had asked for a contract review. The next board meeting was seven weeks away, and the numbers would not show it until then. She called each director that week, told them what she knew, what she did not know yet, and what the team was doing, and sent a one-page note with the data. Two directors pushed back hard on the call. At the board meeting the churn turned out worse than she had feared. She asked for approval to shift six engineers from new features to stability work, delaying a launch the board had championed. The board approved it in twenty minutes, and one director said they had expected the request since her call.

Why it works

Early, unprompted bad news makes the executive's later account look better, because the board has seen that problems get reported before anyone is caught out. Directors who hear bad news first from the chief executive trust the next account more, and directors who hear it from others start checking everything. That trust is what an executive draws on when asking for backing on a hard call. Accuracy and timing matter, and each warning should come with what is being done about it.

The thinking behind it

John J. Gabarro Gabarro and Kotter's Managing Your Boss (1980) describes the relationship with a superior as one of mutual dependence that works when the subordinate is dependable and honest and understands the boss's pressures. Telling directors about churn weeks before the numbers showed it is that dependability in practice. It explains why the board approved a costly change of plan in twenty minutes: it had reason to trust the account it was given.

When it fits

Every executive who reports to a board can use it, and it matters most before a stretch of hard decisions. You need the discipline to report early, the judgment to separate real signals from noise, and a relationship in which directors can be called between meetings. It fails if early warnings become constant alarms.

How to use it well

Set a threshold for what goes to the board early, such as anything that could move the plan, the company's reputation, or a major relationship, and tell the chair what it is.

  • When something crosses it, call the chair first, then each director, before they hear elsewhere.
  • Say what you know, what you do not, and what you are doing.
  • Follow up in writing with the facts.
  • Report the outcome later, good or bad.

Do it consistently, including when the news reflects on you. Directors judge the practice by the times it costs you something.

What it costs and where it backfires

Early reporting exposes you: directors may overreact, interfere in operations, or judge you on bad news that would have resolved itself. It takes time and nerve. Disclosure has to be complete. Early warnings that shade the truth, or some problems reported early while others stay hidden, will be discovered, and the trust collapses faster than it was built.

When it is used on you

Thank the executive for early bad news if you sit on the board, and resist the urge to overreact, or the practice will stop. Ask what support is needed. If an executive surprises you repeatedly, raise the pattern with the chair, since the board cannot oversee what it does not hear.

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