I just got done leading the Cornell/NAHR program titled "The Modern CHRO Role" aimed at potential successors to the CHRO. We had a great set of speakers including HRPA members Charlie Tharp, Kevin Cox, Christy Pambianchi, John Murabito, Tami Polmanteer, and Mike D'Ambrose as well as Ike Harris (Chairman of Cigna's Board) and Carla Cooper (CEO of Daymon Worldwide).
One dilemma emerged from the many CHRO speakers in the program: What do you say to a board member seeking potentially sensitive information, particularly if it's your opinion about an issue? At one end of the spectrum was the "Don't say anything or say as little as possible" contingent. This group implied that giving answers to questions off the cuff can often get you into trouble with your CEO. For instance, the board member may be seeking an opinion counter to the CEO's, and then hoping to go back to the CEO to say that you are on the board member's side.
At the other end were some people who argued for as close to complete transparency as one can get. The rationale is that the board needs to trust you, and if you dissemble or obfuscate, then you lose that trust.
The dilemma set up an interesting discussion around the need for emotional intelligence and recognition of context. For instance, if the board is open, transparent, and supportive, there may be no need to hold one's tongue in most situations. On the other hand, if the board is suspicious or has another agenda, then obfuscation may be the right strategy.
Needless to say, there were no clear conclusions or any hard and fast rules. However, that discussion illustrated the need to be both planful and thoughtful in your interactions with board members. I would always be interested in hearing how you handle such situations.