Why Lead Directors Must Establish a Culture of Transparency

Episode Summary

While there will never be a perfect formula for board governance, leadership is undoubtedly a foundational building block for any board. And, when the CEO is also the chairman, that leadership responsibility most often falls to the lead director.

A relatively new position for many boards, the lead director was established to promote greater accountability and transparency among senior leadership. Responsibilities of the lead director include leading executive sessions, serving as a mouthpiece between the board and CEO, and overseeing the board evaluation process. Yet, as Darrell Freeman explains, there are other—perhaps less tangible—duties including the lead director’s obligation to promote a culture of openness and transparency. Board members must feel comfortable asking tough questions, which Freeman cites, is often the jenga block in board failures.

As a lead director, you want to set the culture that allows for questions to be free-flowing in the meetings. Oftentimes, that makes for tough meetings—for both the board members and the CEO. But the outcome is what we’re looking at: How do we make this company better?

In this episode, we briefly address the lead director’s role in board member succession, and in turn, the disclosure of that process in the annual proxy statement.

The filming of this episode of Inside America’s Boardrooms was made possible by our Knowledge Partners.