A ninja (忍者^?) or shinobi (忍び^?) was a covert agent or mercenary in feudal Japan who specialized in unorthodox warfare.

–Source: Wikipedia

Former HP CEO Leo Apotheker was ousted after 11 months in his role.

Jack Griffin, the former CEO of Time, Inc. after five months.

And Michael Woodford, former CEO of Olympus, was shown the door 3 weeks.

While each case in different, one fact remains the same: these CEOs didn’t manage their Board. Instead, they were blindsided. The Board behaved in a way the CEO hadn’t anticipated, he was considered non-crucial to the success of the company, and it was sayonara from there.

Boardroom Ninjas are becoming more prevalent. And they’re blindsiding CEOs more often.

The three most common reasons for Boardroom Blindsiding are:

1-CEO/Board conflict isn’t discovered and dealt with immediately.

2-Board members have differing agendas.

3-Board members provide varying value.

Yes, as the CEO you report to the Board. And you can manage Boardroom Ninjas efficiently and effectively by becoming a Boardroom Samurai.

Their covert methods of waging war contrasted the ninja with the samurai, who observed strict rules about honor and combat.^[2]

–Source: Wikipedia

Ninja bad. Samurai good. Ok, let’s move on.

Know Your Ninjas

A ninja succeeds because they are efficient, effective, and unseen. You’ll do the same, yet you’ll use candor to be so upfront and visible that the result will either be disarming while building trust and respect. Boardroom Ninjas are sneaky and destructive. Boardroom Samurais are transparent, ask the tough questions, and continuously monitor progress.

First, ask the following questions of each Board member in a private one-on-one meeting (not as a group).

1) What is most important for the company over the next 2 years: ensuring long term profitability or increasing short term revenue growth?

2) What sacrifices should we make now to [based on the answer above: ensure long term profitability/increase short term growth]?

3) Are you getting the info you need at Board meetings to help us increase shareholder value and guide the company’s growth? If not, what would you additional info would you like to receive?

4) How specifically would you like to see me grow as a leader?

5) How specifically would you like to see our key executives grow as leaders?

6) What should our top 3 priorities be this quarter? This year? Next year?

From the above you’ll learn:

• The Board member’s own agenda for the company
• Any grievances the Board member has with you or your executive team (plus where they want to see performance improvement)
• How much value the Board member will be bringing in the future

Prevent Or Neutralize Attack

Connect with the leader. Every Board has a tribal leader, and it may be someone not in the Chairman or Lead Director role. Who is the leader of your Board? If you have a potential executive exit, or are considering a new key strategy or alliance, let them know first. Then ask their advice. This engages their ego and emotions.

When you engage someone’s ego and emotions two terrific benefits result: first, they want to be the wise advice giver, so they’ll tell you what they’d do were they in your shoes, and second, they will be invested in your following their advice. Ask their help in implementing their advice and check in with them on your progress.

Check in twice annually. If you check in with your Board members twice annually (see Know Your Ninjas above) you’ll significantly reduce the chances of Boardroom Blindsiding. Then follow up so they see progress.

Report well. Provide high visibility to your Board via clear and concise reporting, and short info updates between Board meetings (5 bullets on progress and wins, 5 bullets on opportunities/concerns). At the end of this blog you’ll find a very high level framework for Board reporting for a software company. Yours will vary, but the key is to identify and report consistently on key success metrics for your Board can easily monitor the business progress at each meeting.

The key is to continually build and manage the Board’s confidence in you, and to ensure you only spend about 3-5% of your time on Board management. Your value is in building the company, not preventing attacks.

What are your Board management challenges?

Where have you succeeded with tricky Board issues?