Chair as Mentor?
This Splat (central backing, remember) addresses a role often performed by a Chair – that of mentoring the CE. I omitted this part of the chair in my March piece because not all chairs mentor their CE in a structured sense nor is it a defined governance requirement. I did indicate my preference that the Chair be a former CE, but that view is contested (thanks for that feedback!). It derives from my experience in early stage or mid-market businesses where the Chair may adopt this additional mentoring role. It connects with the Board’s obligation to continuously improve the business and all its key drivers, starting with its Leadership. Thus, it is good employment practice and good business to assist the CE towards performance excellence, including supporting their access to relevant experience.
Let’s be clear. Mentoring is not supervision nor coaching nor performance appraisal nor instruction. A mentor is “a wise and trusted counsellor” (Wiktionary), a confidante, a sounding board, a critical friend. The successful mentor / mentee relationship is a warm and trusting one, where the mentor provides requested advice and guidance but does not seek to influence, review or judge the decisions and actions of the mentee.
Most value is created when the mentor: –
- Is a veteran CE, probably 10-20 years ahead of the mentee;
- Has “been there and done that”, having sat in the hot seat of at least as large and complex a business;
- Holds current and relevant experience; and
- Can meet or converse as frequently as required – perhaps weekly in an early stage business or with a newbie CE.
And clearly a lot of value can be added when the mentee lacks experience or savvy – in the role; in the company / shareholder politics; in the context or environment; in the industry culture; or in the evaluation and mitigation of risk.
So to what degree should a Chair or any director play such a role? Can a director/employer be concurrently a mentor? On its face, this is role conflict when set against the most important tasks and functions of the Board viz a viz the CE:
- To work for the best interests of the company at all times;
- To maintain a separation between governance and management;
- To hold the CE continuously to account; and especially
- To hire and fire the CE.
It seems clear that a mentor who has become a trusted friend of the CE will be perceived as lacking objectivity and independence in those most difficult board decisions around CE performance, discipline and possible severance. In principle, the conflict should be avoided.
But there is a practical side to this issue. Over the years I have willingly opened myself to reproach in this dual-role departure from good governance principles – with four boards and five CEs. Incautious? Maybe. However I am quietly proud of the outcomes – these five are becoming or have become seasoned and shrewd CEs, delivering inspirational leadership to their people and strong results to their boards.
I suggest there are pragmatic if partial resolutions available to manage this conflict. While not perfect, mitigants can include:
- Wean an inexperienced CE off the mentoring trainer wheels as soon as sensible, starting with commercial and operational issues;
- Encourage the CE to find suitable issue-specific advice outside the Board;
- Keep a limited and reducing mentoring contact on the soft nuanced issues where finesse takes a lot of learning – leadership, HR, stakeholder politics, board mood and dynamics;
- Pass through via Risk Committee your “beware” messages;
- Keep the Board aware of relationship intricacies;
- Ensure the CE sees the employer as the whole Board, not the Chair; and the best mitigant of all………….
- The CE be a major shareholder, thus essentially undisciplinable!
And some wise snippets from Harvard Yard……………….
https://hbr.org/2015/04/ceos-need-mentors-too https://corpgov.law.harvard.edu/2009/08/15/what-does-a-non-executive-chairman-do-anyway/