Wisdom to know the difference

Most of us know the ‘Serenity Prayer,’ which asks for

• “Serenity to accept the things I cannot change; courage to change the things I can; and wisdom to know the difference.”

Sometime we find a limit to what we can achieve as an independent director.

A few years ago, I joined the Board of a company in which the Chairman and the Chief Executive had worked together since the company’s establishment. By the time I joined, they were the only two at the Board table who had been with the company from the start.

To some of us, the CEO appeared to have lost the energy for taking the business forward, despite having had some significant successes until then. The Board’s meeting agenda was usually composed mainly of rearward-looking or operational detail and we didn’t see much creative or strategic thinking - at a time when our industry was going through big changes and some of us could see exciting opportunities for the company to take a leadership position.

On the surface all our boardroom discussions were very polite and we seemed to reach a consensus on most matters - including an agreement to take a new look at the company’s direction. However, although we had some useful strategic planning discussions and regularly discussed future options, nothing seemed to change in practice.

Perhaps most telling was that any strategic ideas that came up at Board meetings were generally repeated back to us by the CEO, with no further thought or analysis - or even pushback; but month by month, nothing actually happened.

“Courage to change the things I can...” As most of us would, I suspect, we - two of us especially - kept trying to make progress. We had regular Board-alone sessions, where we discussed our concerns with the Chairman, who usually agreed with our analysis. But, when the CEO joined the meeting, the Chairman would negate any of our questions or comments, with a remark such as, “Now this isn’t meant in any way as a criticism of management.” This became so frustrating that we came to see the Chairman as ‘Counsel for the Defence’ for the CEO. Putting myself into the CEO’s position, I’m not surprised that he saw the Chairman’s comments as endoresement for taking no further action on our concerns.

“Serenity to accept the things I cannot change...” By now you’re probably asking why we didn’t raise this directly with the Chairman. We did - several times. What we gathered was that he had invested so heavily in bringing the CEO up to speed in the early days that he now didn’t have the energy - or the heart - to act. Also, in case you’re wondering about another option, there were good reasons why he was the right person to lead the Board, and changing this was not a practicable option.

“And the wisdom to know the difference...” I worked out that I had three options: to keep banging my head against the frustratingly hard wall; secondly, to wait until the Chairman retired and hope we could do something then; or to spend more of my time in places where I might be able to make a difference.

I don’t know what you’d have done in this situation. I was fortunate enough to have been offered another Board position, working with a group of people where doing nothing was never going to be an option.

I still have a sense of missed opportunity and unfinished business, and I’m not sure that I showed much ‘serenity’ in my frustration. But at least I feel I was given ‘the wisdom to know the difference’. In my new role, I know I won’t die wondering what we might have done.