Bringing bad directors to book

The world’s full of good and bad – good and bad foods, good and bad books, good and bad movies. The list is endless and somewhere in there you’re bound to find good and bad directors.

As it’s the bad directors who threaten to disrupt the good workings of the board and, in turn, the entity they serve, it’s worth having a look at just some of the tell-tale signs of bad behaviour.

But before we do, it’s best to consider what we can do about it, to turn it around for everyone’s benefit. After all, we’re all about finding solutions to issues and challenges, right?

The short answer is: talk to the chair as it is their responsibility to lead an effective and functional board.

And if the chair won’t address it and allows the bad behaviour or practice to continue, there’s your problem – a deeply deficient chair who needs replacing…and a reminder of the old proverb that a fish rots from the head.

Let’s get back to bad behaviour.

You may wish to start by asking yourself whether you have ever seen any of the following happening at board meetings…

There’s the director who arrives, hauls out his or her sealed envelope containing the board papers, breaks the seal, removes the papers and places them neatly on the table.

Is this stupid or what? Surely they realise that making such a public display of being in breach of their duty of care and diligence as a director isn’t super smart?

It’s just not good enough for directors to arrive at meetings without having read the board papers as there is no way they can contribute when totally unprepared.

Equally exasperating is the flipside…the pedantic nit-picker who goes through the papers with a fine toothcomb and takes far greater delight in informing everyone of the typos found than in making a meaningful contribution to the discussions!

Then there’s the double-whammy: an important board paper is only made available at the meeting – and this shoddy state of affairs is further compounded by a chair and directors who are prepared not just to discuss, but decide, matters raised in the paper.

While there are exceptions that might make this unavoidable on the rare occasion, it’s very poor form when it’s the norm.

You simply can’t do justice to reading the board papers at the meeting and then discussing them. That requires you to have read them at your leisure, considered and mulled over the contents, made notes and prepared for the meeting.

It’s pretty abject behaviour, too, when directors think they have a mandate to speak singularly on behalf of the company without a specific delegation. They simply don’t have that authority and you’d have thought even a basic understanding of governance and their role on the board would have told them that – and on day one of the journey!

Until next time,

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4 thoughts on “Bringing bad directors to book

  1. Great blog…and horribly familiar! Both in Scotland, in SA and experienced in Brussels too. Keep up the good “prodding”! Pour encourager les autres!

    • Thanks Campbell. We certainly see it in SA as you know well. Where are you now? I hope you’re having fun. Kind regards, Kate.

  2. Maybe we need a conversation on strategies you can use to influence behavioural change in board members. As a secretariat support person the most effective technique I have seen was when a chair made various board members the ‘go to’ people on singular issues. The issue was often the one that the board member was most opinionated about but not the subject matter expert. It became their responsibility to know the ins and outs of the issue and in some case defend and advocate for a position that they previously were highly critical of. Worked a treat!! Papers were read, consultation and engagement happened and ownership taken. Sure made my job a lot easier.

    • I agree Helen. Written principles are not the panacea that will create robust groups like boards. It is so often about behaviour. What a clever Chair you mentioned. He or she obviously understood human nature.


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