Who Speaks for the Board?

Whenever I spot the word “governance” in a headline, I notice it. So, a recent article in our local news feed caught my attention. It described issues on the board of a well-known public institution, then went on to say that the board chair had been contacted for comment.

The chair deferred comment to the organization’s director of communications. The director of communications in turn refused to comment, saying "The board is an independent governing body so any further comment would rest with the board itself." 

What’s wrong with this picture? It’s downright embarrassing.

Surely, somebody should be empowered to speak on behalf of the board. But who?

For a long time, the tradition was that the board had no voice of its own. The organization spoke with one voice, and that voice was management’s.

But, like many traditions, this one is changing. Nowadays, there are situations where the board has something to say that’s independent — or even at odds with — what management wants to say.

Let’s explore this topic.

When should the board speak for itself?

In the past, the CEO or their spokesperson almost always spoke for the organization. When they did, it was understood they were also speaking for the board. Today, some experts argue that expectations have changed and that stakeholders now want the board to have its own voice.

Others believe that the board should speak only through its oversight and advice to management. They argue that one voice preserves corporate credibility, prevents confusion, and helps keep the board out of the court of public opinion.

But everyone agrees that it’s appropriate for the board to speak publicly in certain cases. When deciding whether to make its own statement, the board should ask itself:

• Is the board’s message necessary?
• Is it likely to influence key stakeholders?
• Do the rewards outweigh the risks?  

When the board is specifically asked for a comment, it should be prepared to have something to say. Situations where the board is expected to speak separately from management involve strategic decisions, governance issues, or crises where the board's oversight and authority are particularly relevant. Here are some examples:

• Leadership Changes. Announcing the appointment, resignation, or termination of key executives such as the CEO.
• Significant Organizational Changes. Communicating major restructuring or organizational changes.
• Strategic Decisions. Announcing major strategic changes, such as mergers, acquisitions, or divestitures.
• Stakeholder Relations. Addressing stakeholder concerns or decisions impacting stakeholder rights or interests.
• Governance Issues and Board Initiatives. Issuing statements about changes in board composition or governance policies.
• Financial Reporting and Audit Findings. Explaining board oversight and actions relative to significant audit findings, financial restatements, or changes in financial reporting.
• Legal or Regulatory Issues. Responding to legal actions, compliance matters, or regulatory investigations.
• Crisis Management. Emphasizing its commitment to governance and accountability during a crisis, such as legal issues, ethical breaches, or safety incidents.
• Public Scrutiny or Controversy. Addressing public criticism or controversy involving the board or organization.

What events call for a board statement?

When there is a crisis or a major announcement to be made, the board may decide to issue a news release and may be called to speak up at events such as:

• Crisis Briefings. Providing updates and reassurance during organizational crises.
• Public Announcements. Making statements about major decisions that impact the organization.
• Press Conferences. Responding to media inquiries about significant events.

Not every situation that calls for the board’s voice is unusual or extraordinary. Some routine events provide opportunities for the board to communicate directly with stakeholders, the organization, and the public. Here are a few examples.

• Annual General Meeting (AGM). Addressing shareholders and other stakeholders about the organization's performance and strategic direction and demonstrating support for the management team.
• Investor Relations. Engaging with investors about financial performance and strategic plans.
• Celebrations. Speaking at events that celebrate milestones or achievements of the organization and its employees.
• Community Engagement. Participating in events that strengthen relationships with communities.
• Industry Conferences. Sharing insights on governance, leadership, and industry trends.

Who does the speaking for the board?

Once the board decides it will speak for itself, the question is who should do the speaking. Whoever it is, they have to be sure that they’re not just airing their personal opinion — that the views they express are consistent with those of the whole board and that management is aware of their position. It’s understood that all comment goes through this person — loose-cannon directors interfere with the orderly, disciplined image the board wants to project and can fuel concerns that the board isn’t united.

Choosing the right board spokesperson depends on the nature of the issue or situation, the message, and the audience. The most obvious person is the board chair, or the lead director if the chair and the CEO are the same person. If the issue being addressed is relevant to a specific board committee, then the spokesperson would logically be the chair of that committee. For instance if the issue is executive compensation, the chair of the compensation committee would be expected to address it.

The involvement of the chair, lead director, or committee chair makes it clear that it’s the board speaking, not management. This can help allay stakeholder concerns and remove the appearance of management self-interest.

In some circumstances, the board may delegate to management the responsibility for speaking for the board. In these cases, it's important to ensure that any management response aligns with the board's perspective and governance principles.

In general, experts advise against having an outside advisor speak for the board. A board member will carry more impact, especially someone who is comfortable with the media and knows how to stay on message.

Should the board have its own media advisor?

The board is always entitled to engage its own experts. It doesn’t need management’s permission. When it comes to communication, the board can usually rely on internal experts to hone its message. But in dealing with crises or exceptional circumstances, it may be worthwhile to consider having its own media advisor or public relations expert.

It’s common for boards to turn to outside public relations advice in proxy fights, boardroom coups, top-management changes, bankruptcies, and mergers and acquisitions, among other situations. External advisors can bring a lot to the table.

• Specialized Expertise. They know how to manage the media and craft news releases, and they can prepare directors for interviews.
• Crisis Management. They can provide guidance on communicating effectively and protecting the board's reputation.
• Strategic Communication. They can help develop a strategic communication plan to enhance transparency.
• Consistent Messaging. They help ensure that the board's messaging is consistent and aligned with the organization's overall communication strategy.
• Proactive Engagement. They can assist in proactive media engagement, helping build positive relationships with media outlets and stakeholders.

If the board decides to work with an outside communications expert, it should inform management of that fact. The external advisor reports exclusively to the board and must respect the confidentiality of board deliberations. While they should confer with management to avoid surprises, they only communicate management’s point of view to the board to help inform decision-making.

How can you get your board talking about this subject?

As always, the best way to kick off a robust discussion is by asking good questions. Here’s a few to consider.

• What’s our communication policy about speaking on behalf of the board?
• What are the guidelines for board members when communicating externally?
• How can we ensure consistent messaging between the board and management?
• How do we handle media inquiries directed at the board or about board matters?
• What types of strategic decisions require direct communication from the board?
• How do we communicate during a crisis?
• When should the board engage directly with shareholders?
• What are the potential benefits of having a media advisor for the board?

Your takeaways:

• The best way to avoid a situation where nobody knows who speaks for the board is to have a clear communication policy that specifies who’s authorized to speak for the board and under what circumstances. This can be either a separate board policy or a section in the organization’s policy.
• Designate a specific spokesperson for situations where the board needs to communicate separately. This could be the board chair, lead director, committee chair, or another board member who’s prepared to handle media inquiries.
• Establish a protocol to coordinate public statements that require input from both the board and management.
• Ensure consistent messaging by aligning statements between the board and management. This involves pre-communication discussions to agree on key points and avoid conflicting messages.
• Consider engaging outside communications advice if the situation warrants it.

Resources:

• Who Speaks for the Board? Various authors. Directors & Boards. Q2 2010.
• When Can the Chair Speak for the Board? Jane Garthson. Garthson Leadership. August 2024.
• Can Board Members Be Spokespersons? Bix Gabriel. Take Two Services.

Thank you.

Scott

Scott Baldwin is a certified corporate director (ICD.D) and co-founder of DirectorPrep.com – an online membership with practical tools for board directors who choose a growth mindset.

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