1. Back Channels in the Boardroom

    Back Channels in the Boardroom

    The agendas of company boards are so packed that it’s hard to get to every question and concern during regular meetings. So between meetings, directors do what members of a team always do in this situation: They start having conversations on the side. Conducted properly, side discussions allow directors to work together efficiently—to trade opinions, share information, and exert influence...

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    1. Through backroom dealings with a small group of cronies on the board, the CEO avoided boardroom discussion of all issues where we should have had a debate.
    2. If I don't understand the ramifications of, say, a new kind of equity-based incentive program on executives' likely behaviors and on shareholder perceptions, I will contact both compensation committee members and other directors to get a better sense of the possible outcomes before I bring it to the full board.
    3. If you arrived on United 462, and the rest came on their private jets, it can be daunting. When the CEO asked me at the start of a meeting whether I'd flown commercial, it was clearly a status play.
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