It may be a reflection of today's tense times, but there seem tobe more sharp disagreements between CEOs and boards.

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Certainly that's what Mimi Hull, a psychologist and founder ofHull Associates, is seeing.

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“Part of the reason is that I don't know that each componentreally understands their own roles and responsibilities,” she said.“A lot of times what happens is members get on the board and theyfeel they have a tremendous amount of control. Meanwhile, the CEOthinks they have control. There's a lot of role, responsibility andaccountability conflict.”

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The outcome, she continued, depends on how the CEO and boardchoose to handle the disagreement. Often the conflict is shelveduntil the next meeting, the conflict arises again, and they stilldon't deal with the real issues.

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“A better outcome is when they recognize the disagreement andthey start to look for the real issue and separate the symptomsfrom the causes. What are we disagreeing about and who has theaccountability and responsibility,” Hull suggested.

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She indicated the board should think strategically, focus on thebig picture and not meddle in day-to-day operations. The CEO isresponsible for running the organization.

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“Another way of saying it is that the board sets out the ends,and the CEO is in charge of the means,” Hull added.

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Too often, she stressed, a new board member attends a firstmeeting and is greeted with strong approval and appreciation. Butnobody clarifies what is expected of the new board member.

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Disagreements between the board and CEO often trickle downthrough the organization. Or the issue may flow the other way, witha staff member leapfrogging the CEO and contacting a boardmember.

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An ideal situation is when a disagreement yields a positiveoutcome. The issue at hand is reviewed and resolved. A boardshouldn't simply rubber stamp everything the CEO does. On the otherhand, a CEO who says to the board, “Tell me what you want me to doand I'll do it,” may not understand his or herresponsibilities.

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Suppose a CEO contacted Hull and explained that the board andCEO seemed to be at odds more often than in the past. What can bedone?

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“At the risk of sounding flip about this, when it gets to thatpoint, I often find they really do need to hire an outsidefacilitator,” Hull responded. “They can be unbiased. It's hard tobe a prophet in your own land, and your credibility is oftenincreased if you do bring somebody in.”

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“People will say one thing among themselves and another to theCEO directly. Trying to get an honest assessment of what's going onis very difficult. The facilitator needs to identify the underlyingconflict, then work with the board and the CEO to resolve it.”

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For example, the CEO may complain that a certain board member isdifficult and demands a lot of detail. A little digging may uncoverthe fact the board member indeed wants a lot of detail because heor she doesn't understand why the organization's bottom line isn'tbetter.

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The steps Hull advises:

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o Bring the conflict out in the open.

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o Identify the behavior that indicates there is conflict.

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o Realize that conflict can be productive if it brings theorganization closer to its goals.

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“There may be a blind spot,” Hull said. “The CEO may not realizethey are coming across as harsh or are not accessible or do notreturn phone calls. You usually hear something like, 'Well, there'spoor communication.' It's important to drill down and find out whatwe're really talking about. Rarely do I find it's one-sided.”

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Brent Filson at Action Leadership agreed with Hull that thenumber of strong disagreements between CEOs and boards hasincreased. He believes CEOs who want to get the board behind theirproposals need to deliver what he calls leadership talks.

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“My experience is CEOs are really communicating throughpresentations and speeches instead of leadership talks,” Filsonsaid. “Presentations and speeches communicate information.Leadership talks not only communicate information. They help thatleader establish deep, human, emotional connection with thataudience.”

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Let's assume you're the CEO of Acme Widgets Credit Union.Although over the years you've acquired a few SEGs, the widgetcompany is still the core of your membership. Now there's aproblem, and the widget industry is being hit hard by newtechnology while demand for widgets is shrinking. You believe ifthe credit union is going to prosper, it's time to adopt acommunity charter and a new name.

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“The board and the CEO must agree on the stakes,” Filson said.“What will happen if we don't make this change? What are the stakesif we do make this happen? Until the CEO and the board agree on thestakes, the board will not be your cause leaders. You have totransfer your beliefs to the board. They have to understand whatactions they can take.”

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“If a CEO is going to give a successful leadership talk, he mustask three questions. What does the board need? How can I transfermy beliefs to the board so that they not only understand, but areas motivated as I am? What action can those board members take ascause leaders to make the change happen?”

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Filson advises CEOs to keep in mind what he calls the 20-60-20rule. Twenty percent of the board will not believe in what the CEOis saying. Another 20% will automatically buy in. Sixty percent arein the middle. The CEO must win over at least a good portion ofthose in the middle as well as the 20% who don't want to doanything.

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“Those people cannot be left alone,” he warned. “They will because leaders themselves against the CEO.”

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If the board and CEO cannot agree on the business model, Filsoncontinued, that will flow through the entire organization. So theCEO must not only talk about the business strategy he will followto implement the new business model. He must also talk about theleadership strategy he will use to motivate the organization to getbehind that strategy.

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“You might have the board on your side. You might think it's agreat strategy. But if you don't motivate the leaders of all ranksand functions, it's not going to happen as effectively as it can,”Filson of Action Leadership explained.

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