Board etiquette

Directors of publicly listed companies (PLCs) and private corporations usually attend board meetings face to face now and must, of course, observe boardroom etiquette. These board room manners are learned from basic etiquette in school augmented by classes held in esteemed institutions, like the Institute of Corporate Directors (www.icd.ph), the Centers for Good Governance, and the like. Even we, at NextGen Organization of Women Corporate Directors (www.nowcdphils.com), find time to listen to fireside chats with respected luminaries in corporate boards, like Cora dela Paz-Bernardo.

But in less formal boards, especially of non-government organizations (NGOs) and advisory councils, people seem to throw the etiquette book aside because either it is a “gratis et amore” board position or pro bono, or it is a family council or a board in a family corporation, where one will not be replaced or evaluated due to stockholder rights or, in the case of family, one is a rightful heir to the company. But this is where etiquette should first be learned and practiced. No board or council is any less than a PLC when we talk about governance and etiquette.

How many times have you attended a board meeting where the chairman tunes in from his mobile phone as he is travelling, or that he is home because something came up. You tend to doubt the seriousness of the corporation and the formality required of board members when your own chair does not consider it to be important to be dressed, come on time, and be behaved. Or even take note of the date and time and be present physically.

I have had the experience of directors attending to their mobile phones, taking lots of calls, and not paying attention when all the meeting requires is an hour or two of your time. Then there are directors who love to have their own private conversations with other directors, unmindful of the speaker or presenter who has the floor. I have seen these many times but choose not to call their attention, especially if I am the chair, and not the grand marshal of the room.

It is very disturbing to observe that well-educated people, chosen for their expertise on subjects, are only attentive when it is their turn to speak. Listening to a meeting should be job one. Participating in discussions is what we get paid for — either in a modest per diem, travel allowances, or just a free meal and a token. But how will you participate if you do not listen and half the time you are engaged in something else? It is unfair to the other directors who give up their time to listen and participate while you are only half present or mentally absent.

At NOWCD, we are looking to allow more women into our organization so we can address the call of the Philippine Stock Exchange in a recent press release to get more women in board rooms. We have to get women directors in a pipeline for future PLC directorships, even if they have had experience only in private companies as of yet, or have been CEOs of companies and are planning to have a career change after the C-suite.

But more than just corporate experience or topping the board exams, passing the bar or being exceptional in a certain field, what makes a good director or advisory council member is basic etiquette. This is a habit formed over the years which we must be very conscious of. We have sat in boards of non-profits, family corporations, and PLCs. The etiquette required is the same — respect for other people’s time and talk time. Show respect by keeping silent and keeping comments to ourselves until it is our turn to speak. It is the most difficult thing to do but, once learned, becomes a habit. Even more precious than expertise is the respect we show others.

Also, as more women join corporate boards, we ask the men to put the male jokes aside. That is part of board room etiquette. The golf jokes may be appropriate if the other members are into the sport but otherwise, golf jokes are best reserved for golf buddies.

Other board room “no-no’s” are discussions involving religion and politics. These topics are never-ending and may create animosity between and among good-natured board members.

What we discuss in boardrooms must be about the purpose of the board itself. Were we elected because of what we can contribute to the betterment of the organization, or as a token independent director in a PLC? Are we the token woman, youth, or subject matter expert or do we really add value to our boards?

Let us start by coming on time, being prepared, and, while the meeting is ongoing, pretending we are at the presidential palace waiting to be called by the powers that be. That should make us sit up straight, stop useless conversations, and listen to the chair or the one who has the floor.

Check your board room etiquette and check your directors’ manners and habits. It may spell the difference between an active profitable company or a compliance-driven board not checking on its positive results or outcomes.

Which board or advisory council do you belong to? It’s high time we checked everyone’s boardroom manners and etiquette.

This article reflects the personal opinion of the author and does not reflect the of fi cial stand of the Management Association of the Philippines or MAP.

Chit U. Juan is the co-vice-chair of the MAP Environment Committee. She is also the president of the Philippine Coffee Board, Inc. and Slow Food Manila

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map@map.org.ph

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