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Should CEOs be Part of the Board?

Even to those immersed in the business of business, boards are inscrutable. They operate in such secrecy that, for example, that most merger stories never leave the room until the board wills it so. Word that Heinz and Kraft intended to create the world's fifth-largest food and beverage company was only the latest big board drama to surprise the outside world — it was a "jolt," reported USA Today.

Board proceedings are the definition of proprietary, so secrecy is to be expected. But that confidentiality tends to extend to board dynamics, even in the abstract. How do they work? How much influence should company executives have on the proceedings? What is beneath — and above — a board's purview?

If you want to be on a board, these are good things to know. And as boards themselves come under scrutiny for being exclusive in the wrongs ways — prompting, for example, venture capitalist Marc Andreessen to hold a bootcamp for women and minority board hopefuls — how they tick becomes matter of public concern.

Influencer Lucy Marcus has an insider's perch as a board member and CEO. She's also a Philosopher of the Board who's written extensively about the subject, most recently in columns for the BBC and Project Syndicate. She's also a friend — we were Reuters columnists at the same time — so it was sheer delight to sit down for a video interview about the state of boards.

It was a wide-ranging discussion. Here are some tidbits:

On the level of self-awareness board have about diversity: "At a certain point we all have to ask ourselves is it possible that everyone else in the world is crazy or are we the crazy ones?”
"It's a little like high school," Marcus says of boardroom dynamics. "One of the hardest things to do is to actually get to know the people around the table." When she's in charge Marcus prefers to have a clear beginning, middle and end — with a clear decision. But chairs run the gamut, from imperious decision-makers who don't invite debate to those who tolerate way too much.
CEOs in the dual role of CEO and board chair. It's more an American thing, Marcus says, and she has little use for it, believing checks and balances are important. "I do strongly believe that you should separate the two functions," Marcus said. "I've had plenty of CEO/chairmen who've tried to convince me otherwise and I've yet to be convinced."
And are board really changing with the times? "We are in an extraordinary time with boards," Marcus says. "I would almost call it a revolution/Renaissance."

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