Category Archives: governance

The 3-Question Framework

I had a recent exchange reflecting on positive and negative CEO-Board of Director interactions.  So I mechanically responded with the “3-Question Framework” recommended by Priiva co-founder Gerry Sullivan.  As a board director, I use this framework before, during, and after every board meeting.  And I advise CEO’s to use this framework as well as they prep for board meetings and steer their board discussion for optimal impact.

3-Question Framework…
  1. Do we have the right CEO?
  2. Do we have the right strategy?
  3. Do we have the right governance?
In our exchange, we went deeper into a specific example.  A director was harping on the CEO about using a metric/KPI as part of their eCommerce initiative.  My assessment was that the director, based on the phrasing of the question, was behaving like the CEO’s operational adviser and not a director.  Specifically, the question was asked in this form…
  • Why don’t you use XYZ metric to measure our e-Commerce performance?
That form suggests the director is favorably predisposed to the XYZ metric and if the director were the CEO, that would be their choice.  A discussion involving two operators would be triggered during the board meeting while other board members tune out and check their phones.
Alternatively, a good director, in my opinion would rephrase as…
  • Why have you chosen to use ABC to measure e-Commerce performance, over XYZ or any other metric?

The rephrasing drives a higher order conversation which better informs each of the 3 questions in the framework…

  • can the CEO articulate a compelling answer or agree to revisit if there isn’t one?   That is, do we have the right CEO?
  • can the CEO articulate the metric’s link to overall strategy?  Or can the CEO contrast metrics that would be most important in alternative strategies?  That is, the CEO has thought about alternate strategies sufficiently.  And do we have the right strategy?
  • can the CEO describe the process that derives the data and its tie to standard reporting systems?  That is, do we have the right governance and oversight on processes and reporting?
There is a time and place for board directors to provide operating advise to CEOs.  But in board meetings proper, directors should be more thoughtful phrasing questions that will shine light on the “3-Question Framework”.