I have and continue to serve on several for-profit, commercial boards and not-for-profit boards for more than 12 years. Let’s remember the key premise of boards: unbiased, external oversight bodies charged with acting in the best interest of the organization and its stakeholders.

Right. Then we have reality.
Board members are not supposed to have personal gains driving our decisions and are supposed to be willing to make decisions for the good of the company, even if they are unpopular. Boards can be key players in the Culture of Disruption…when they do their duty,. Having said that, many board meetings are basically quarterly all-expenses-paid golf holidays, rather than serious exercises of fiduciary power. That’s wrong. When you see what is happening with many companies today, you have to ask, “Where was the board?”

Enron’s collapse. Where was the board? Yahoo’s recent too-little, too-late ouster of its CEO. Where was the board three years ago? Bank of America’s growing turmoil and recent installment of not one, but two, COOs. What is the board thinking? Research in Motion’s dying market share in the face of the iPhone. Where is its board? Hewlett-Packard’s recent decision to discontinue, then un-discontinue, its tablet computers. Hello, board!  Anybody home?

Being a board member is a job. When you accept a seat at the table, you are accepting the responsibilities of that job. Accepting a board seat because there are ‘people’ there you’d like to hand out with is not a reason to join a board.  Barely looking over the financials as your flight is landing does not qualify as being prepared. Here are the Bernardi Bill of Duties for board members:

1. Be prepared, for pity’s sake! Do your homework before the board meeting and not at it.
2. Pay attention.  Board meetings are about sharing critical mindshare, not reviewing things you missed. Also, when you are at a board meeting your full attention is mandatory. So, stop tweeting, Facebooking, emailing, texting . That day belong to the company and your full attention is required. Fact:  as an un-attentive board member you don’t look busier than others when you are not engaged, rather, you are disrespectful to other! a big no-no!
3. Do not arrange any conference calls while you are at the board meeting. You are preoccupied with your call before the call, during the call and frankly by the time you return to the board room you have missed so much that a waste of others time to ‘fill- you in on all you missed.’  Again, doesn’t mean you are more important than your peers in the room, rather, that you disrespect all the others. If you can’t fulfill your board participation, reconsider being on the board!
4. Be active committee member. If you don’t want to be on a committee, then you should not be on the board.
5. Leave your ego on the plane. Boardrooms are not stages for ego and power stunts. Don’t monopolize the meeting with long winded and ego-based commentaries, rather, help drive discussions in a productive manner. If you scream and use foul words, does not mean you are more important, rather, frankly most board members would rather you not be there!
6. Don’t sit on boards chaired by the CEO. That’s not a board; it’s a handpicked collection of yes-men. It’s a recipe for Enron-style disaster.
7. Don’t be afraid to oppose and ask. You won’t be popular if you rock the boat, but a board is not functional if we agree to all decisions out of fear of disagreement. If your peers frown on a nay-vote as they would rather get the meeting over with, remember why you are there and do the right thing! Don’t be afraid of the bullies in the room!
8. If you see something alarming, speak up. Your role is to make sure the company has a healthy future, NOT to win a popularity contest or secure next year’s board spot.  Do this even when it is ‘really’ hard and if you are the only person with your hand raised!
9. Beware of boards that have no women or minorities. This don’t represent society, and tends to be populated by flunkies.  Let’s make sure we address this. Is our society comprised of 95% men between 40-70 white men? Nor should our board be! Diversity in all dimensions is critical and healthy.

10.  Do your part.  Everyone on a board should have duties.  A board where one or two people do everything is a dysfunctional board.

11.  Being a Board Chair or a Committee Chair has clear responsibilities and duties. If you are not willing to take on these duties- fully – don’t accept the position, as ultimately your lack of action will be very costly for the board. Raise the bar, so higher standards will be adopted by all board members… think carefully. A Chair is not the popular choice, rather , the right choice.

12.  And finally, be comfortable that boards need to matriculate.  Change not for the sake of recruiting like-minded members, rather, to bring new/fresh and unadulterated perspective to the board and keep the energy level at 200%….

And remember my golden rule: things don’t stay under water too long. Things tend to float up. So, those decisions that the majority voted to ‘ignore’ and cast the wrong vote for , will surface and hard the company very soon! So, do the right thing.

I would like to see a metric that measures the performance of boards. Maybe in another post I’ll recommend one…