The Surprising Rules of Boardroom Etiquette, Boards and Advisors Article

The business world offers no other environment quite like the boardroom. The risks are very high, the rules are vague, and the directors often powerful, alpha bosses who must now work as a team of equals. Thus (although no one mentions it) the rules of board etiquette are up for grabs.

"The dynamics of the boardroom have major problems," says Cynthia Lett, of the Lett Group. "People tiptoe around straight talk." Nothing quite prepares you for the etiquette of the boardroom, but here are a few rules of engagement from folks who've been there.

Remember to listen. "Outside directors are obviously high-level, successful people" says Barbara Pachter, president of her own "business etiquette" service. "But when they get to that level, they tend to be listened TO rather than vice versa." A CEO may have gotten used to meetings with staff where his or her views are the final word, so brush up your negotiating skills. In the boardroom, directors must not "assume their way is the only way. ... They must learn to confront peers in a positive way." Unless you own a good chunk of the company, power as a director is earned.
KISS -- Keep It Simple, Stupid. Or, to be more businesslike, the board just doesn't have time for detail. "Understand the knowledge and sophistication of your board members," says Marjorie Brody, of Brody Communications. "You may be used to presenting ideas in excruciating detail, but the board doesn't have time for all that." Boards can't be involved in the technical level of decision making that members may be used to wrestling with at their own firms.
Though directors should be supplied with all the background they request, they must be able to debate and judge proposals based on big ideas, not details. "You're not an expert on the subject, and you've got maybe 15 minutes to decide." Learn to probe into specific details because they're crucial -- as opposed to a desire to prove how savvy you are.
The board is a group, so treat it as one. "Everyone has to learn how to build a consensus in the boardroom" notes Lett. "Work calmly on building common goals that everyone will appreciate."

Legally, the board is a single entity, so each member is married to whatever the board approves. Use this legal idea as a litmus test for how your board decides. If an issue is divisive, but still could gain a bare majority vote, maybe you should consider putting off the proposal. A divided board is a vulnerable board -- vulnerable to bad choices, second guessing, and litigation.