CEO's advice to his successor: Dear Archibald...;

              A CEO'S ADVICE TO HIS SUCCESSOR
Dear Archibald...,
by J, PAUL LYET/Chairman, CEO, Sperry Corporation
The interaction between the chief executive officer and his corporation's board of direc-tors varies widely from com-pany to company. It is my feeling, however, that there are critical fundamentals which every CEO should follow in working with his board. I offer them in the fol-lowing letter to my as yet undesignated successor.
Dear Archibald, Although you have partici-pated in board meetings and observed our preparations lor them, I think it is important to pass on to you my thinking about the interrela-tionship between the CEO and the board. You may use it in fashioning your own approach.
First and foremost: never take the board tor granted Of course i should have no concern about your attitude. You will know that you have the job because you have the board's confi-dence. But you also will be conscious of the fact that you have yet to dem-onstrate by your performance that its trust is well placed. "I his will come with time. In fact, it is only after you are firmly in control of your opera-tion that you will become susceptible to a dangerous "mindset": taking the board lor granted. In other words, never let the trappings of office dull your awareness of who put you in the job—that you are basically an "employee" and that your "boss", the board, can move you out of that spot in an instant.
Next, maintain the philosophy that there is not time at board meetings to cover all the good things about the
company. Consequently, focus on the critical areas—the problems and the opportunities that we face. The good news will creep in anyhow. Use the available time to make certain that the board is informed fully about any problems.
No Surprises
A fundamental rule should be never to surprise the board. To avoid that here at Sperry, we have structured our internal communications to minimize that possibility. The fact that you might have been surprised by, let us say, the sudden need for a large write-off will not be regarded by the board as an excuse tor surprising them. The early warning signs clearly would be evident to someone in the corpora-tion much earlier.
Also, never spring major proposals on the board and seek its immediate approval If you have known about the likelihood of the proposal for months ahead—and that is usually the case—it will be evident to the board as well. If members are placed in a position where their refusal would hurt the company, and if they are given insufficient time to con-sider the project, you will have
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