The Managing Up Kit part 6 – Board access to management

One of the most contentious issues in board – management relations is the degree of access which individual directors may have to the organisation's management team. The most useful way to regulate that access is to have a protocol approved by the board on the circumstances in which directors may interact with management.

There are a couple of ways in which such a protocol can be developed. You may want to raise it with the chair and include (with their consent) a discussion at a board meeting in which a protocol may be hammered out and articulated. Or you may want to try the power of the first draft and prepare something for the consideration of the chair initially and then the board. The form and content of the protocol need to be organisation-specific, but here is an example of what a typical protocol might look like.

 

Protocol for board access to management

• Directors may have access to the CEO at any time and for any reasonable purpose. The CEO should have access to directors for their guidance and counsel in relation to areas of particular know-how, experience or skills which the director may have.
  
• Directors may have access to the members of the senior management team to seek information or clarification ahead of a meeting about matters covered in the board papers.
  
• Directors may give constructive feedback directly to the CEO about the CEO's performance in relation to specific matters.
  
• Before giving any constructive or negative feedback to a senior executive about their performance, or that of their staff, directors should consult with the CEO and. if the CEO requests, allow the feedback to be passed on by the CEO if that is the CEO's preference.
  
• However, directors should feel free at any time to give positive feedback or reinforcement to executives (as long as it is not "Well done, BUT….")
  
• When giving constructive feedback to the CEO or executives, directors should follow accepted practice and ensure that the feedback is given with an appropriate degree of respect, and is timely, prompt, specific and supportive of learning.
  
• Directors should not seek information from or access to staff outside the senior executive team without prior consultation with the CEO, who may in their discretion propose an alternative course.
  
• Directors are encouraged to provide counsel and mentoring to executives, after consultation with the CEO and the chair on the most appropriate way to do so.
  
• When dealing with each other, directors, the CEO and executives should act and communicate in a way which is respectful, open, transparent, and for the purposes of the business of the organisation, or the personal development of the CEO or executives.
  
• Directors should be aware of the potential for appearance of preferential treatment about the organisation's products or services when dealing with management – obtaining things for free or at deeply discounted rates.