"Are we in the kitchen again?"

Being on a governance board is like running a restaurant. Let’s say you are the original owner but now you have other investors.  You’ve hired a renowned chef to run the kitchen. If you keep going back there and adding salt to the soup, you will be looking for a new chef before you know it. You know what I mean? On the board, you represent the owners' interests. It’s time to get out of the kitchen and leave the cooking to the pros.

You may have started the business as a successful food truck operator ─ doing everything ─ but now you have investors and a board of directors who want you to be the best restauranteur in town. The investors want more locations, maybe even to franchise. Succession planning for the chef will become your core business if you’re not careful.

Your role on the board

So what is your job on the board then? I’d suggest it’s to act and govern like the owner/director that you are. Sure, there may be times when you need to lean in to take charge during a crisis or to partner with the chef when considering a menu change. But generally, your role is to set direction, to delegate authority to the chef, and to monitor progress.

Is the restaurant full every night? Do we have engaged, loyal customers? Are we exceeding health and safety standards? How do we mitigate all the potential risks that come with running a restaurant? From the higher level of oversight, your job is to ask the right questions.

While the old food truck may have its attraction from time to time, don’t forget about what it was like when you were doing all the work with no operating funds to hire people. Now you have investors who believe in your restaurant concept and want to see your leadership skills in building the relationships that will take you from surviving to thriving.

How are you executing your stewardship role? What internal controls are in place? How do you communicate and stay connected to customers? How do you evaluate the performance of food and beverage operations?

The bright line between board oversight and management

Hopefully, you’re getting my point. There is a bright line between the oversight of the business and the running of day-to-day operations. Communication and a clear understanding of each other’s roles and responsibilities is a key success factor.

As a board director, you will occasionally hear a reference to the board ‘being in the kitchen’ or ‘down in the weeds’ again. At the higher level of setting direction, the board should be focused on what to accomplish, by when. At the level of day-to-day of the business, management’s role should be determining ‘how’ we are going to win. Together, we achieve our goals and exceed our targets for the benefit of the organization’s owners and stakeholders.

Every board works for someone ─ it may be a private owner, public shareholders, members of a non-profit association, or the moral authority of a government entity. Clarity on who works for whom is essential.

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Further clarity on each other’s responsibilities will keep the ‘suits’ out of the kitchen and the chef out of the boardroom.

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Your takeaways:

• One of the most important things a potential director needs to understand when they first think about pursuing a seat on a board, is that board work is different than management work. That can be a challenge for those of us who have an ongoing operational role in our daily work lives. Find out what the work of the board is all about.
• Think like a director.
• Find a mentor or a ‘board buddy’ who can help guide you on recognizing the bright line between the board and management.
• Board leadership is situational. There are times when a board must lean in and take charge during a crisis or clearly articulate the values that guide who we are and how we do business.
• When management suggests the board is ‘in the kitchen’ too often, that’s not a good thing. When the board feels it has lost trust in management and has to get more involved in operations, that is also not a good thing.
• Remember that, as a director, you are part of a board team and you do not have to handle potentially difficult situations between the board and management all by yourself.
• Collaborate well by asking good questions that are respectful, on point and linked to the strategic plan.

Thank you.

Scott

Scott Baldwin is a certified corporate director (ICD.D) and co-founder of DirectorPrep.com – an online hub with hundreds of guideline questions and resources to help you prepare for your next board meeting.

Share Your Insight: How would you handle a situation where the board seems to be ‘in the kitchen’?