The Handbook of Board Governance, 3rd Edition

58Asking Good Questions as a Director

J. Lyn Mcdonell, BA, MA, FCMC, CDir

President, The Accountability Group, Inc.

Introduction

These times are particularly ripe for dialogue. Directors in the boardroom need candid exchange amongst each other and with management about the challenges and opportunities facing organizations today. They need to be informed by expertise, quality information, transparent interests, and multiple perspectives in order to execute their duties of oversight and leadership.

Good questions have the potential to make a meeting come “alive” by elevating a discussion to relevance. They spark spontaneous, unscripted dialogue. Through conversation, everyone’s understanding is deepened, enabling better decision-making. In addition, when the board focuses on what’s important in an authentic and collegial manner, management is more likely to share the real challenges without fear of intimidation, confident that everyone is seeking the best outcomes in good faith.

The ultimate goal of questions and dialogue is to reach the best decisions by utilizing the collective brainpower, experience, and wisdom of the directors together with management.

This chapter addresses the following: How to add value as a director, the purpose of asking questions, when to ask questions, how to ask questions, and how to get answers to questions.

Adding Value as a Director

“I not only use all the brains I have, but all that I can borrow.”

—Woodrow Wilson

The phrase I’ve heard often ...