How to Ask the Tough Questions in the Boardroom | Tip #8: Don’t Be Afraid to “Go Public”

Maureen Gershanik is a partner and a member of Fishman Haygood’s Business Section. She counsels boards of directors on corporate governance, securities law compliance, SEC reporting, executive employment matters, and executive compensation. In this biweekly series, she provides nine tips for directors as they navigate the boardroom. Click here to read Tip #7: Mix and Mingle.

Public company directors are under more pressure than ever to oversee enterprise risk, even risk from day-to-day operations, which is normally addressed by management. However, directors are largely removed from the action. Critical to the role of the director, then, is the ability to face and question management.

In our last tip, we discussed why interactions outside the boardroom are just as essential as those in formal meetings. If members are successful in building an atmosphere of trust, they should feel comfortable enough to have honest and frank discussions when they meet back around the boardroom table. Read on to understand why you should not be afraid to “go public.”

Tip 8: Don’t Be Afraid to “Go Public”

Directors may have questions that are so important, or even existential to the organization, that they should be asked in the open forum of the boardroom. If the board has been successful in building an atmosphere of trust, it will profit from a full and open discussion of the issue. This allows directors and managers to hear others’ views and even anxieties about difficult or sensitive matters, for example, CEO succession. If the director is adequately informed and has properly considered and framed the question from an attitude of constructive skepticism, then she should not be reluctant to ask it. Her primary job, after all, is to exercise her judgment. Other directors with similar concerns and doubts may be relieved that someone has finally “put the rat on the table” for an honest and frank discussion. Free and open discussion is especially important when the board is being asked to take affirmative action.

Next time, Gershanik shares her advice on having the courage of your convictions (a.k.a., what does “Independent Director” really mean, anyway?).