The Handbook of Board Governance, 2nd Edition

12The Art of Asking Questions as a Director

J. Lyn McDonell

President, The Accountability Group Inc.

Introduction

Governance orientations typically orient directors to two things: their duties as individuals and their responsibilities together as a board. Far less attention is given to coaching board members on how to ask questions from the governance perspective.¹

Yet board members are told that “asking questions” is one of their most important responsibilities. Directors are urged to scrutinize what is put before them, and ensure management plans reflect sound thinking. In a “noses in, fingers out” manner, directors question management and in dialogue with fellow directors, influence discussion. Importantly, questions avoid disasters and costly mistakes. “Where was the board?” is something a director never wants to hear about his or her organization. On the flipside, questions can explore opportunities and apply fresh thinking.

Yet individual directors often struggle with what questions to ask and how to phrase them. Their situation is not helped by the real-time nature of meetings. The execution of good governance is largely in the boardroom—not days later when directors wish they had pursued a nagging doubt or questioned a loose end. Many directors, and especially those new to the role, find it a challenge to shape an incisive question in the flow of a meeting, pose it effectively to management or other members of the board, and pursue it to an answer that suffices.

The ...