The recent attacks on the Bank of America board, related to the ill-fated decision to buy Merrill Lynch, underscore the need for boards to change the dialogue with management.

A New York Times piece on BofA focuses, as many articles do, on the clubby nature of many boardrooms–you serve on my board, I serve on yours, and we make nice with each other. But the issue is broader than that. Even if you have a truly independent board with lots of diverse viewpoints, the CEO will still carry the day almost every time. He has all the information and controls how it’s presented to the board. He makes the decisions, while the board pretty much is limited to deciding whether he gets to continue in the job or whether he should be replaced–a call that boards seldom make unless the situation is dire.

Whatever the makeup of the board, directors need to find a way to have a true dialog with the CEO. That means conversing broadly before the CEO has committed so fully to a strategy that a reversal would cause too much loss of face. That means getting information in less digested form, hearing the reasons not to pursue a strategy as well as the factors working in its favor.

In short, that means some sort of a devil’s advocate review, so that boards understand all the assumptions that go into a strategy and can evaluate all the ways things might go wrong. We describe such reviews in great detail elsewhere on this site, so we won’t repeat the information here. But we’ll note that a colleague who is on the Intel board says it uses a devil’s advocate-like process to hold robust conversations with top management, and it’s hard to argue with Intel’s results.

We’ve written an article about the dialog with top management for Directors and Boards magazine, and we’ll post the article as soon as it becomes available. The magazine is going to press this week, so that should be soon.