Return to Winter 2007 Acredula Index
Quality Board Members:
What to Look for in Your Board
Attribute of Independence Brings Fresh Thinking
and New Ideas
John F. Dix
President, Business Development Index
Reprinted from Acredula -- Winter 2007
As the owner of a private company, you formed
a board of advisors or board of directors to bring
value to the company. That value comes, in part,
from the attributes that the outside directors bring
to their board participation. Using and leveraging
the unique talents of your board members multiplies
the return to your company.
After years of participating on boards of private
and public companies, it is clear to me that quality
board members possess certain attributes that are
important to achieving a productive and effective
board of directors.
In this regular column, we will consider and describe
some of those attributes. As you consider
the composition of your board, these articles are
meant to provide you with thoughtful insight for
enhancing its performance.
Our first article will discuss the attribute of independence.
Perhaps thinking of independence as a
treasure chest not yet opened begins to reveal the
potential of finding board members who can be
and are independent. The ideas, the creativity and
the experience that board members bring to the
company are as valuable as that unopened treasure
chest. The very fact that well chosen board members
have their own set of experience and unique
ability to deal with complex issues allows them to
bring potential solutions to the company free of the
legacy of thinking and experience existing within
the company.
The value of independence among your outside
board members comes by opening that treasure
chest. Expecting and encouraging the outside directors
to draw on their independence of experience
and skills brings fresh thinking and new ideas to
the company.
Board members who always fully agree, or who
are regularly satisfied with little discussion or constructive
challenge are not providing the company
leadership with a return on the investment in time
and opportunity. Independence is best demonstrated
not necessarily by agreement or disagreement, but
rather by bringing new or different perspectives to
issues. Board members who can participate in and
encourage the discussion using vocabulary that is
positive, constructive and explorative are bringing
the value of independence to the company.
Outside, independent board members who act as
rubber stamps to the shareholders or senior managers
are not delivering the value to the company that
should be expected.
As you meet with your board, encourage and promote
independence. Probe for new points of view
and ask for perspective as a way of optimizing the
value of outside board members.
Selecting board members with a strong sense of independence
is the first step to opening that treasure
chest of new ideas, thinking and perspective. The
attribute of independence adds to the “intangible
assets” that provide a competitive advantage in a
business environment of global competition. Leveraging
the attribute of independence is not about
right or wrong answers, good or bad ideas. It is about
exploring opportunities beyond the concept of “it’s
the way we have always done business.”
Developing a strong sense of independence in your
relationship with outside directors can become a
model for a similar independence
in your senior managers, your customers
and suppliers. The more you
encourage and promote the value of
independence, the greater the return
to your business.
It is time to toss out the old model of
“rubber stamp” approval. It is time
to open the treasure chest of independence.
Reevaluate the quotient
of independence among your board
members. If your board is heavy
on independence, leverage the advantage.
If your board is light on independence, it
is time for a change. It takes courage and trust to
expect independence, but the return is a competitive
advantage that only adds to the bottom line.
John F. Dix is president of Business Development
Index, Columbus, Ohio, and is a member of numerous
boards in the US and Canada.