What? Were they thinking?

You've probably read about this summer's tour to New Zealand by the West Indian cricketers. If so, I wonder whether you've also shaken your head in disbelief at Dunedin's planned welcoming call: "It's all white here." Let's leave aside for a moment the rush of blood that generated such a catch-cry, with excuses that it's a contrast to Dunedin's traditional "Black-out" campaign for the All Blacks (the West Indians can be expected to be up with the play on local rugby traditions - yeah, right)... or that it refers to the players' test match uniforms - yeah, right again.

This little example seems to confirm the view that common sense really is an oxymoron (a bit like fun run or civil war). Where was the plain good sense when the City Council was discussing it? Did nobody stop to consider how it could - almost certainly would - be interpreted? Would they have used the slogan if, say, it had been the English cricket team instead of the Windies?

What were they thinking? Or, rather - What? Were they thinking?

Why I mention this today is that it reminded me of a question someone on a directors' course asked a few weeks ago: What is the most important skill for a director to learn? I don't claim to have a simple answer for this, but I thought of a couple of possibilities that I've gleaned from other, more experienced directors, including "To object without being objectionable," or that "Dissent is not disloyalty."

What I replied was, "To ask the second question". The reason I think this is such a valuable skill is that it's easy to ask the first question about something, for example "Have we chosen a slogan for welcoming the West Indian cricket tourists?" More likely, in the boardroom, it'll be a question of clarification on a topic the Board is dealing with, or a challenge to a proposal from the Chief Executive. In the latter case, especially, it is quite common for the CEO to push back quite hard: he or she has probably thought through their case in some detail, and has anticipated the first round of questions. I've seen instances where the CEO's immediate response was sharp enough to deter further questions from any but the bravest Board member. This is when it helps to have thought through the issue before you ask the question: if I get this response, that will prompt a further question, and so on...

I don't have a transcript of the Dunedin City Council's meeting, but I can imagine the discussion may have gone something like this, after the "All white here" slogan had been announced:

1st question: "Don't you think that might be a little inappropriate?"

Pushback response: "Don't be so sensitive and b..... PC [politically correct]!"

... Silence, end of discussion.

On the other hand, what if somebody had had the common sense, wisdom, or guts to ask:

2nd question: "Never mind what we think of it, how are we and Dunedin going to look when this is spread across the front page of the world's newspapers?" (in case you can't guess, read the answer here).

Then again, this seems so numbingly obvious that perhaps there was a bigger, more devious game being played, in line with the old cliche that any publicity is good publicity. Was it all just a set-up to gain attention? If so, they should all stand in the corner for twenty minutes, just like any other four year old trying the same trick.

"It's a no-brainer"... but when should the Board get involved?

I'd like to share a small quandary with you. The last month has involved a lot of activity around some of my Boards - the main reason for the relative silence on this page.

A couple of weeks ago, on a Saturday morning, our company's legal adviser rang to ask if I would sign an urgent document that needed the signature of two directors. I don't need to go into the details, but it related to a fairly large transaction, which I knew was coming up. But it had emerged since our previous Board meeting and we'd never discussed it together as a Board.  

I talked it over with our lawyer and asked whether he thought this was a matter that ought to go to the Board first. 'Well, it's really a no-brainer, isn't it?' was his reply. I agreed, and signed. I did ask him to confirm that in his opinion it was in the best interests of the company for us to sign this document, which he did. 

Looking back though, should I have pushed back a little harder? Certainly, there was some urgency about the transaction. And yes, I did (and still do) believe that going ahead was in the company's best interest (one of the legal tests for a director's actions). But I have this feeling that we might have been a little lax in our process. All Board members had seen the emails on the subject, so I suppose they could have raised any concerns. But my main question is where the boundary is: when does a 'no-brainer' become a 'half-brainer', or a matter that might actually benefit from some considered Board discussion, or finally a decision that really needed some thorough testing? And who decides where these borders are? After all, part of our reason for being there is to test and challenge management thinking.  

As directors, we don't usually do much in our individual capacity, and the whole Board is likely to be responsible for the actions of any of us. So the other directors were - possibly without knowing it - putting their faith in the two of us who agreed to sign.

I think I have learned from the experience. If I'm in the same position again - whatever the need for haste - I think I'll at least ask for a Board conference call to discuss it first - as much for the benefit of the other directors as for my own peace of mind. 

We've just had another Board meeting, at which the Board ratified our actions. What if they hadn't? I'd be interested in any similar experiences you may have had - and what you did.