Category Archives: Leadership

California Will Require Women Members on Corporate Boards: A Good Idea or Not?


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One of the most popular posts on this blog discussed the advantages of privately held companies having a corporate board with outside directors. I argued that outside directors can provide broader and deeper knowledge relevant to the business than company management can. If shareholders select directors with expertise the business needs, and if those directors develop ongoing knowledge of the business, the company will benefit.

My post dealt with private companies, but boards of directors can serve the same function in public companies of all sizes also. When board members bring expertise and when they develop ongoing company knowledge, they can contribute greatly to the company’s success.

Obviously, then, it is important for shareholders to choose wisely when electing board members. In the usual course of affairs, management (generally the CEO) proposes board candidates. But boards of larger and more sophisticated companies often have board selection committees that propose the candidates. However the candidates are selected, and shareholders then approve or disapprove the choices.

conference-2110768_640My premise is that who is on the board makes a difference.

So what happens when jurisdictions adopt diversity requirements for directors? California has just become the first state in the U.S. to require large companies to have female directors, Will that requirement help or hurt California-based companies?

California Senate Bill 826, which Governor Brown signed into law last month, mandates female directors on company boards. The stated purpose of the law is to advance gender diversity. SB 826 requires all publicly traded companies with headquarters in California to have at least one woman on their boards by the end of 2019. And by 2021, firms with at least five board members will be required to have two or three women on the board, depending on the total size of the board. If companies do not comply, they face fines of between $100,000 and $300,000.

About 94 publicly traded companies headquartered in California currently have no female directors and would be affected by SB 826, assuming they do not change their board membership by the end of 2019.

But will this law lead to improved corporate governance and financial performance?

It is tempting to say that companies should be able to locate sufficient women with the credentials to provide the expertise required. And most of the time that will probably be true.

It is also tempting to say that women provide a different perspective than men on management. And in the wake of the #MeToo movement, that is true in certain circumstances and about certain issues.

But I am cynical enough to believe that corporate management is usually not sufficiently broad-minded to look far enough for women capable of serving in board roles. I believe competent women exist, but some competent women will have backgrounds different than their male counterparts, and they might be passed over for consideration. And so, it is possible that the same women will be tapped repeatedly for board roles.

Moreover, female candidates selected after passage of SB 826 face the stigma of being “affirmative action candidates.” Their opinions may not be given the same credence that male board members’ opinions receive. The problem with any legal mandate is that it stigmatizes the very people it purports to help.

On a more practical note, Wharton research shows that adding female directors to a board does nothing for company success. The gender composition of the board does not matter, for better or for worse, when it comes to improving financial performance.

The California statute will face legal challenges. Legal scholars, even those who believe the law is “well-intentioned,” have called the mandate unconstitutional, because the Supreme Court has previously ruled that the makeup of a corporate board is governed by the state where the corporation is is chartered, not where it is headquartered, which is what the California statute purports to cover.

The Wall Street Journal reports that 35% of new directors in Russell 3000 companies (one broad cross-section of public companies in the U.S.) have no female directors at present. So if laws like California’s SB 826 are passed in other states, the composition of many corporate boards will change. Perhaps it would be wise to wait to see what happens in California before more states jump on the board diversity bandwagon.

And will California’s mandates stop with gender diversity? What is to keep the liberal California legislature from mandating racial diversity? What about sexual orientation? Religion? Age?

In the meantime, public corporations in California will have to choose whether to comply or whether to fight the law. Privately held corporations in California remain free to decide for themselves the composition of their board, and even whether to have outside board members at all.

What do you think about requiring a diverse board composition?

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Delegating Too Much and Too Little, and Finding a Balance


Delegation Model 1I posted a couple of years ago about problems I had with delegation during my career. I was reminded of these issues again when I read a recent post by Mary Jo Asmus of Aspire Collaborative Services Inc., entitled “The Upsides of Delegating.”

As I wrote before, when I first began supervising other professionals on projects, I either delegated too much to them (essentially providing them with no feedback) or I delegated too little (and micromanaged their projects). I provided very little coaching, in either case. It took me several years to figure out how to provide the right level of oversight, depending on the person’s experience and ability. And to learn how to provide emotional support, in addition to the substantive support needed to reach a strong project outcome.

Delegation Model 2I once saw a diagram of four styles of delegation. The labels on the diagram have slipped my mind, and I don’t recall the source. But essentially, the diagram differentiated the styles of delegation based on the substantive and emotional support that the manager provided to his or her subordinates.

In those early days, I spent my time on the substantive side of delegating, without much involvement in the emotional side.

Delegation Model 5Over time, I became more flexible in my management and delegation style. In fact, with the seasoned professionals who reported to me in my last few years as a manager, I provided little substantive support and learned that I should vary the emotional support I gave them, based on their personalities and the difficulty of the assignments they faced.

In fact, I came to see my role as deflecting the corporate politics they faced, so that they could focus on the substantive expertise they brought to the project.

As my best boss told me often, the best way to solve a problem is to throw good people at it. And let them do their jobs, even when you would do it differently. I took those lessons to heart, though it took me time to learn to trust others more than myself.

How has your style of delegating changed through your career? Where can you improve in delegating?

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Dealing with Emotions as a Leader


As I’ve described in this blog, I am trained as an attorney and I am an introvert. I have always been focused on facts rather than emotions. As a result, I am not the most sensitive human being on the planet.

While this might have been a strength during most of the years I practiced law, it became a blind spot when I started managing human resources functions, particularly when I managed employee relations, which included quite a bit of employee and manager counseling.

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Image from Forbes

Early in my career, while I was still working as an attorney, I came to the realization that emotions are facts. While emotions are not tangible, they are nevertheless real. I had to incorporate the emotions of my clients, those of the parties and witnesses to lawsuits, and even the emotions of my co-counsel, opposing counsel, and the judges I encountered. If I did not successfully handle the emotional aspects of the case, I would not achieve the best result for my client.

Thus, I found myself babysitting (my word for it) witnesses in a major case, so that they were not overwrought by the time they had to testify. I listened to my clients vent when they felt they were being asked to pay too large a settlement, even when it was the rational thing to do. I maintained an even personality as much as I could with opposing counsel to diffuse their rants. I patiently explained the law to obtuse judges over and over again until they finally read the cases I had presented.

Managing my own emotions and those of others I encountered were not fun aspects of the job, but they were essential.

When I became responsible for employee relations, I realized my instincts on how employees would react to policy changes were not well-developed. If we were to communicate effectively why we needed to make these changes, I needed to find people with better instincts than I had. Fortunately, I had a man working for me who had long experience in the organization and who had excellent people skills. I learned very quickly to listen to him.

In fact, many times in my career I found it essential to let people with better skills than I had do their work. My role was to get out of their way and keep others out of their way as well.

It wasn’t about me. It wasn’t even about them. It was about getting the job done the best way we could. And that was another fact, even when it felt emotional.

A couple weeks ago, I read an article on the ever-excellent TLNT.com, “None of Us Are Rational, So Smart Leadership Means Learning to Deal With Emotions,” by Jacqueline Carter and Rasmus Hougaard, dated May 7, 2018. [Reprinted by permission of Harvard Business Review Press. Excerpted from Rasmus Hougaard and Jacqueline Carter, The Mind of the Leader: How to Lead Yourself, Your People, and Your Organization for Extraordinary Results (2018)]

Mr. Hougaard and Ms. Carter say it far better than I can:

“emotions are neither good nor bad. . . . as leaders, it’s imperative that we understand the role of emotions, so we can connect with our people, not just on strategy and tasks but also on a fundamental human level. It’s only when we create emotional resonance between ourselves and our people that we enable true connectedness. Whether we’re aware of it — and whether we want to accept it or not — true engagement happens when people feel connected on an emotional level.

. . .

“. . . If we can distance ourselves from our emotions, we can observe them more objectively. With training, observing our emotions can be like watching a movie: You’re not the movie, and the movie is not you. In the same way, your emotion is not you, and you’re not the emotion. . . .

“If we face emotions neutrally and without ego, they lose their grip.”

Even as an analytical attorney untrained in human psychology, I understood these points intuitively. Thankfully, I was able to adjust my behavior to manage my emotions and those of people around me. Emotions are facts, and I dealt with them.

When have you had to deal with emotional situations at work that were uncomfortable for you?

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Filed under Human Resources, Law, Leadership, Management, Philosophy, Workplace

Six Issues to Address Before Serving on a Non-Profit Board


sekulic-Vetta-Getty ImagesAt the start of the year, many people begin new terms as not-for-profit board members. It’s exciting to start working with an organization whose mission is close to your heart. And it can be helpful to your development of managerial and leadership skills. However, it’s critical that your expectations be aligned with those of the organization. Ideally, these expectations should be set before your term begins, but it’s never too late to clear the air.

Here are some issues to discuss before or during your orientation with the board:

1. What is the mission of the organization? How has it developed over time?

You may think you understand the non-profit’s mission because of how it presents itself to the community. Sometimes, however, the formal mission differs from what the organization actually does. Or over time, the organization has taken on activities that are only tangentially related to its mission.

For example, a hospital that has its roots in providing healthcare to the indigent might start offering wellness or fitness programs. These might be important for improving community health, but it might be that too many of the hospital’s resources are being pulled away from basic healthcare services.

It is critical that a non-profit remain relevant to its community and customers. But it’s also important that it not develop “mission creep” or move beyond what its governing documents permit. Know what the organization’s by-laws and mission statement say.

2. What measures of success does the organization use?

Part of the Board’s role is to articulate the success measures for the organization. But you should know how the non-profit has traditionally measured its performance. Is it number of people served? Donations raised? Quality of service and accolades from clients? All of these may play some role in the success of the organization, but know what the staff considers its performance measures.

Then, during board meetings, frame your questions and advice in terms of how to improve the organization’s performance toward its success measures. And, if you think something is missing, work with your fellow board members to implement new performance indicators.

3. What communications tools exist to help board members speak to the community?

As a board member, you should be an advocate for the organization in the community. Some non-profits have communications or marketing directors who are responsible for presenting the organization’s face to the community. Ask to see the marketing brochures and other tools used in these communications. Ask for talking points that the organization wants board members to make.

And if the organization faces a public relations crisis or significant internal or external changes, find out how the staff is responding, and ask whether and how they want board members to assist. You will get asked about these issues by your friends and colleagues who know you are on the board, so be sure you are prepared to help the non-profit and not hurting it.

4. What board development and/or assessment and corporate governance programs are in place?

Some organizations elect board members then let them serve for decades with little attention. These days, particularly at larger non-profits, it is important that the board have the skills necessary to advise the non-profit staff. Know how board members at your organization are assessed.

Another best practice is to have a board orientation for new board members. Ask to participate in any orientation that’s available. If no formal board orientation is in place, then ask to tour the organization’s facilities, ask for an opportunity to participate in the non-profit’s activities in a meaningful way (or at least observe them). Also ask for a knowledgeable board or staff member to review the recent financial history of the organization with you.

When an organization has three-year board terms, it is much like having someone in a corporate position for three years—the first year is mostly a learning experience, and the ability to contribute increases in the second and third years. Anything that shortens that learning curve benefits both the organization and you as a board member.

If a board member is not attending meetings, or is not contributing to the organization, then there should be a mechanism to replace them. Term limits are usually a good thing for both the organization and the board members. Help the organization to put in place term limits and/or an orientation program and board assessment program, if nothing is available.

5. What financial commitments does the organization expect of board members?

Some non-profits have a fundraising expectation of board members, and others seek only advice (though, of course, donations are always helpful). Know going into the position what the organization expects of you. And then meet or exceed those expectations.

Business Meeting

Flickr photo from thetaxhaven on Creative Commons

6. What else do you want me to know?

You were asked to be on the board for a reason. Ask what that reason was—was it your skill set or your perceived deep pockets or something else?

Also inquire about issues within the organization the staff want you to know. The Executive Director or CEO may want you to get involved in evaluating a particular department. The Chair of the Board may think there are issues with the staff. Have some one-on-one conversations with at least the head staff person and the board chair, if not before you begin your term, then soon after it begins.

You are a board member, act like one. It all boils down to knowing as much as you can about the organization and knowing what is expected of you.

What other questions would you add to this list?

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Succession Planning in Family Business (redux)


father daughterI haven’t written about succession planning in family-owned businesses in a while, but the topic continues to interest me. (It was a significant issue in the novel I wrote, Playing the Game.) When should a company founder select a family member as the next CEO and when should the founder look outside the family?

The first piece of advice is not to leave this issue until the founder is in poor health or ready to retire immediately. Any succession plan requires time to implement, and the more time the better.

If family members are interested in the business, then they should be groomed—without making any promises—to acquire the skills and experience necessary to run the company. This may require a rotation through several departments in the business, each lasting at least two to three years. It may even require the heir-apparent getting experience outside the company, either in the same industry or another industry, to broaden his or her skills. In other words, it can take most of a career to prepare the successor to become the next CEO.

It’s also important to keep your options open. Don’t just groom one successor. Find two or three, both family members and non-family members. Having options helps everyone know that the business is being cared for and that the person selected will be fit for the job.

Open communications are critical throughout the entire process. The founder, the potential successors, and other stakeholders (both inside and outside the family) should be able to say at any point, “This isn’t working,” or to outline problems that have developed.

Also, it is best if there are trusted non-family members involved in the assessment as well. An advisor such as an attorney or CPA or executive coach who works with the business regularly can provide input on the strengths and weaknesses of the potential successor that mom or dad may not see clearly.

For more information on issues to consider, see

“5 tips for smooth ownership transitions for family businesses,” by Arne Boudewyn, The Business Journals, Feb 28, 2017

“How Do You Fire a Family Member?” by Gabrielle Pickard-Whitehea, Small Business Trends, Apr 29, 2017

“Succession Planning in a Family Business,” The Wall Street Journal, May 9, 2017

“Is nepotism in the workplace ever appropriate?” by Stan Silverman, The Business Journals, Dec 5, 2017

For other posts I’ve written on succession planning, click here.

When have you had to deal with a difficult succession planning issue, in a family-owned business or otherwise?

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Alpha Dogs and Leadership


dogs-1231010_1280Because this blog was on hiatus all summer, I didn’t comment on the political stalemates and morasses during those months. And I’m not going to comment directly on the ongoing issues today. But what I saw over the summer—and what I continue to see this fall—reminds me of a situation I encountered many years ago involving “alpha dogs” in a corporate setting.

My work group attended a gender diversity program sometime in the mid-1990s. I was not in management at the time; I was one of several individual contributors who ranged widely in seniority. I was in the middle of the pack at the time.

One of the comments about gender differences that the facilitator made during this gender diversity session was that men often try to be the “alpha dog” in a meeting by one-upping the other men in the room. Women, on the other hand, care less if they are seen as the highest power in the room. (Keep in mind that this program took place decades before Sheryl Sandberg’s “Lean In” philosophy became vogue.)

I might have forgotten this “alpha dog” comment, except that a few days after the diversity program, I was talking about it with a male colleague, one of the more senior employees in our group. He freely admitted, “That’s why I have problems with [our male boss]. He and I both want to be the alpha dog.”

I thought about it. He was right—these two men did both try to be top dog. And trying to be the alpha dog wasn’t working for my colleague, because he didn’t have the corporate authority to pull it off. He wasn’t the boss, but he often tried to be.

I made a deliberate decision. As a fairly young and introverted female, seeking to be the alpha dog wasn’t going to work for me either. Therefore, I would consciously act like I was NOT the alpha dog. I would not overtly try to one-up other people I encountered in the workplace. I would defer to others intentionally. I would seek to provide good service to my colleagues and clients, rather than to command them. That didn’t mean letting others step all over me, but it did mean not being arrogant or seeking top billing on projects.

I’ve written before about “servant leadership,” a philosophy that advocates leading by serving others. I didn’t hear of that concept until ten or more years after the 1990s gender diversity program, but it resonated with me when I learned about it.

How did servant leadership work for me?

Generally, it worked well, at least through the middle years in my career. Over time, there were more and more times when I had to take command and make decisions. And occasionally, I didn’t get as much credit for my work as I thought I should have. But those times were less frequent than one might expect.

However, there were times after I moved into senior corporate roles when more of a command approach might have worked better. There were definitely people—mostly men, but a few women—who took advantage of my understated approach or who thought me weak. I could usually deflect them by being the best prepared person in the room, but there were a few jerks who only understood power, who only thought highly of other “alpha dogs” and sought to be the “alpha dog” with everyone except the CEO. They were never my favorite people, but sometimes I did have to flex my style to deal with them effectively.

dogs-1231008_640Unfortunately, many of today’s leaders—particularly the partisans on both sides of the aisle in Washington—seem to be of the “alpha dog” mentality. One-up-man-ship is all they understand. And so our nation has become increasingly polarized. If more of them would exercise servant leadership, we would all be better off.

What leadership style have you generally used? When have you had to flex your style?

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Filed under Diversity, Leadership, Management, Philosophy, Politics, Workplace

Leadership and the Truth: Lessons from the Vietnam War


7UcgHxn-asset-mezzanine-16x9-mAfzizc.jpg.crop.480x270Like many Americans, I’ve been watching The Vietnam War, the documentary film series by Ken Burns and Lynn Novick, which is currently available on PBS. I was a child during this era in history, and didn’t pay much attention to the news from the battlefields. I remember the protests in the U.S., and I remember the fall of Saigon, but I don’t remember much about the events leading up to the end of the war.

leadership sign 2I haven’t watched all the episodes in the series yet, but from the episodes I have seen, one of my prime take-aways is the importance of truth for leaders in any organization.

Avoiding the spread of Communism in Asia was an important objective for U.S. leaders in the early 1960s. We can argue today over how strategic Vietnam was, but the fact was that political and military leaders in many nations during that era were heavily influenced in their decision-making by the conversion of Eastern Europe into a Soviet bloc. Most of the populations in the U.S. and in Western Europe in these years supported their leaders’ goal of deterring Russian and Chinese expansion.

Despite the laudatory objective, the U.S. decisions in Vietnam went horribly wrong almost from the beginning. Failure of the political and military leaders to seek the truth and tell the truth were large factors in creating the fiasco that Vietnam became.

The need for truth flows in both directions in every organization. Leaders must seek the truth from as many sources as they can, and they must tell the truth in every word they utter. Truth-seeking and truth-telling apply to all interactions with subordinates, peers, superiors, customers, investors, and the public—in short, to every communication with internal and external stakeholders.

The Vietnam series is brutal in pointing out incidents where our military and political leaders did not seek out information from those with first-hand knowledge of conditions on the ground, where underlings feared to volunteer negative information that leaders didn’t want to hear, and where leaders lied or hid information from the public. As a result of these failures to seek truth and to tell truth, bad decisions were made for far too long, and these bad decisions were kept secret from the public who might have opposed the carnage sooner, had they known the facts.

There’s a saying about how generals tend to fight the last war. They learn lessons from that war, and use those lessons in the next conflict. But they might forget other lessons of history or they might see the current battle through the wrong lens because of their focus on the past. That was part of the problem in Vietnam.

Many corporations also fight the wrong problem because they do not see the current challenge clearly. They focus on the wrong competitor, the wrong customer, the wrong product or technology. Their vision is myopic, they don’t see the big picture.

Moreover, leaders in any organization sometimes forget the importance of truth. The reasons for not seeking or telling the truth might vary, but it seems to be part of the universal human condition to only hear what we want to hear and to only say what we wish was true. Part of the rationale is self-preservation, part is wishful thinking, part is a futile attempt to protect those who might be harmed by reality. In the end, however, the truth generally comes out.

Good leaders make an extra effort to seek and to tell the truth, even when it hurts. They look for multiple sources of input and they are candid and transparent in all communications. They realize that facing the truth sooner rather than later is usually best for the organization . . . and, in the long run, for their own reputations.

When have you seen avoidance of the truth cause problems in an organization?

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