Formal board meetings are often performative. The true direction is set in informal discussions dominated by the largest shareholder and the board member with the most gravitas, not by the entire group.
Reed Hastings argues board members lack daily context to add value with advice. Their true function is to be an "insurance layer," with their most crucial responsibility being the decision to replace the CEO if needed. They must learn the business not to advise, but to be prepared for that moment.
Activists can be effective even in companies with dual-class shares or founder control. The mechanism for influence is not the threat of a proxy fight but the power of good ideas and relationships to achieve strategic alignment with the controlling party.
A board member's role is to provide outside perspective to help a CEO think through a problem, not to make the decision. CEOs who ask 'what should we do?' risk abdicating responsibility to someone who lacks the deep operational context to make the right call. This can be destructive to a CEO's development.
Effective private equity boards function as strategic advisory councils rather than governance bodies. Board members are expected to be co-investors who actively help with strategy, networking, and operational challenges like procurement, making them a key part of the value creation engine.
Culture isn't created by top-down declarations. It emerges from the informal stories employees share with each other before meetings or at lunch. These narratives establish community norms and create "shared wisdom" that dictates behavior far more effectively than any official communication from leadership.
CEOs are often exceptional at building relationships, which can co-opt a board of directors. Directors become friends, lose objectivity, and avoid tough conversations about performance or succession, ultimately failing in their governance duties because they "just want them to win."
The romanticized idea of a dramatic "investment committee" meeting is a myth. The most effective investment process is collaborative and iterative, where an idea is pitched early and gains momentum across the firm over time. The formal meeting becomes a rubber stamp for a decision that has already been organically reached.
To find the true influencer, ask how a low-level problem affects high-level business goals (e.g., company growth). The person who can connect these dots, regardless of their title, holds the real power in the decision-making process. They are the one paid to connect daily actions to strategic objectives.
After the Qwikster failure, Netflix created a framework where executives rate key decisions from -10 to 10 in a shared document. The decision-maker (the "captain") isn't bound by the votes but becomes fully informed of all perspectives, avoiding both groupthink and decision-by-committee.
To avoid bureaucratic slowdown, LEGO's CEO broke his leadership team into smaller, empowered subgroups like a "commercial triangle" (CCO, COO, CMO). These groups handle operational decisions, only escalating disagreements. This has cut full executive meetings to just one hour a month plus quarterly strategy sessions.