Back Channels in the Boardroom

The agendas of company boards are so packed that it’s hard to get to every question and concern during regular meetings. So between meetings, directors do what members of a team always do in this situation: They start having conversations on the side. Conducted properly, side discussions allow directors to work together efficiently—to trade opinions, share information, and exert influence. But conducted improperly, they encourage political maneuvering, marginalize members with key expertise, foster inappropriate alliances, and lead to poor decisions. They shut out diverse input, and they make boards dysfunctional. The authors started examining side conversations three years ago as part of a larger study of board dynamics. In this article they share what they’ve learned about how directors should approach them. High-functioning boards, for instance, set clear rules of engagement and regularly review whether they’re following them. They create onboarding processes, help directors form personal relationships, and take measures to maintain trust—such as ensuring that every member is briefed on all relevant information before formal discussions restart