Below are two great articles about board effectiveness and interaction – both pieces are by Pascal Levensohn.

The summarized rules below ring true far beyond board behavior: leadership, management, and organizations. Great, intuitive and thoughtful guidelines:

Common characteristics of effective private company boards / directors:

- Establish a clear and mutual understanding of expectations and the CEO
- Conduct a formal annual performance evaluation of the CEO
- Have directors who work as a team and who make important contributions outside the boardroom
- Encourage open / honest communications
- Resolve differences of opinion constructively and quickly
- Have directors who are accountable to each other
- Promote continuing director education about current best practices
- Know and understand their responsibilities as directors
- Are informed when they arrive at the board meeting, know the industry and know the company’s context in the industry
- Do not attack the CEO or other board members
- Participate in free and easy communication outside of the boardroom
- If appropriate, provide a different perspective as an individual member of the group

Common Characteristics of ineffective private company boards / directors:

- Fail to communicate – both in and out of the boardroom
- Suffer from denial – fail to act and make decisions
- Fail to reconcile diverging viewpoints
- Avoid addressing existing conflicts
- Regularly hold excessively long board meetings (more than three hours without a strategic planning or other extraordinary agenda)
- Feel compelled to say something and to be heard, even if their comments are not relevant or effective
- Become disengaged because they no longer feel that their opinion matters – this could be over a strategic disagreement
- Fail to resolve disagreements quickly and constructively
- Do not attend board meetings regularly
- Deliver inconsistent messages between the actual meeting and their post-meeting behavior – passive aggressive behavior
- Succumb to lead investors who discourage constructive discussion from the rest of the board

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