How to deal with difficult board members

While most board members are good collaborators, some can disrupt the decision-making process – either by creating conflicts or finding other ways to slow down critical progress.  

Addressing these issues promptly and constructively is vital so they don’t destabilise the board. This article will guide you through it.

• Difficult board members can undermine the authority of the board.
• Failing to attend meetings or dominating meetings are common issues.
• Lack of collaboration can also be typical.
• Mostly, you don’t need to get rid of the board members to solve these problems.
• Mediation and training can be very helpful.

• The dominator – who attempts to talk over others, only values their own views, and whom other board members may simply agree with to keep the peace. 
• The slacker – who may attend meetings if it suits them, often doesn’t read the minutes, is late completing tasks and doesn’t engage with agenda items and offer anything constructive. They’re present but not dependable.
• The absentee – who just doesn’t turn up, mainly because they are stretching themselves too thin with other responsibilities. 
• The box-thinker – who approaches agenda items with a ‘by-the-book’ mindset and doesn’t want to entertain new ideas or alternate viewpoints. 
• The unnecessary devil’s advocate – who disagrees for the sake of disagreeing. Playing devil’s advocate isn’t always bad; sometimes, it’s necessary. But there’s a limit to how much people will tolerate this. 

Dealing with people like this usually means following the steps below. Occasionally, though, it may not be enough, and the board member just needs to go. 

In this case, reviewing the relevant laws and legislation is essential, as is documenting the issue, following due process, and getting legal advice. 

Remember to keep yourself in check about this. If you want rid of a board member, be sure it’s because of their harmful behaviour. If the two of you just have different styles, that’s not cause for removal; it’s cause for compromise.

Many executive committees are small, with three to seven members. These could consist of the chairperson, vice-chair, secretary, and treasurer, including the CEO and any other board officers who wish to join.

The executive committee will probably meet more frequently than the board and should have the ability to make faster decisions.

An executive committee appointed by the board may be responsible for hiring the CEO and setting their compensation. The CEO will then work closely with the committee in an advisory capacity and evaluate their performance.

Such committees should research risk and industry trends and monitor and evaluate its progress towards its goals. They should also oversee the companies’ policies regarding areas like HR, ethics, and security. Serious workplace issues and breaches may reach the executive committee for decision making, and the team will be responsible for communicating these issues to the board.

Being as proactive and reactive as the situation calls for. Try to prevent future bad habits and conflicts while doing your best to stop any that have already sprouted. 

One of the key goals should be open communication. Create an environment where board members feel comfortable expressing their concerns. Listen, and try your best to understand everyone’s perspective, even when they differ wildly. In this way, you reduce the risk that a board member will become difficult in the first place.

Ensure to set clear goals about the roles and responsibilities of board members, so that there is no confusion about this from the outset. 

This involves defining the scope of the authority and duties and providing a clear framework for their role. It lets board members combine their own vision with that of the organisation. They can now see where they fit in a larger jigsaw. People are less likely to become difficult when they are clear on expectations.

What you’ve read above is preventative – but it won’t stop every difficult board member. 

When issues arise, it is important to address them early on. Hesitate, and you exacerbate such problems. 

Wherever you see disruptive behaviour or dissenting attitudes, you need to know how to approach, engage and solve – the key to that is mediation.

Mediation and facilitation can be useful tools when conflicts arise since they involve a neutral third party who can give structure to challenging discussions, making sure everyone has their say. 

Good mediators use a constructive approach. They maintain respect for everyone in an argument even if they have an opinion internally. This ensures no board member feels alienated. 

Some key points about good board mediators:

• They should have experience working with boards. It’s a unique environment that needs appropriate expertise. 
• They should not have professional or personal ties to the board and especially not to anyone involved in infighting. This is a conflict of interest. 
• They should gather all information in open, joint sessions no one suspects discreet arrangements. 
• They should allow all parties to have their say. 
• They should challenge any board member’s bad behaviour in a sensitive and constructive way, ensuring they realise how it affects others. 
• They should document solutions and monitor how they play out in the weeks and months afterwards.
• They should be in consistent contact with the chair of the board on all mediation matters.

Dedicated training in boardroom norms and etiquette is one crucial step that can help. 

The reason is it explains, from the start, the kind of challenging environment boardrooms can be. That takes extensive instruction, especially in today’s corporate world, where so much responsibility is on directors’ shoulders.

It’s such a hot topic nowadays, so it’s worth pointing out that some of these issues may be prevented by creating more diverse boards. 

The fact is that having board members from multiple backgrounds with different skillsets reduces the possibility of groupthink and exclusive culture. In other words, people learn to see eye to eye from the start and won’t simply default to behaving in a difficult way with others.

Good codes of conduct act as guides on how board members should behave and so reduces the potential for conflict. If you have one in place – and if people respect and follow it – you’re less likely to create an environment where directors become difficult to work with.