How to Deal With Bad Board Behavior

Mantravadi-How to Deal with bad board September 13, 2021 By: Adarsh Mantravadi

Difficult board members are real, but sometimes it takes a more nuanced approach to figure out if they are really a problem—or if there is more to the story. It’s a common and tricky challenge, but resolution is possible.

Difficult board members do crop up. The reasons why may be obvious or creep up over time. They frequently miss board or committee meetings or show up completely unprepared. They display antagonism toward staff or disrupt meetings with a toxic attitude. They lack sufficient financial literacy to help make informed business decisions, or they’re staunchly opposed to using new technology when preparing for a board meeting.

More subtle signs might involve a board member getting burned out over time, becoming distracted by personal issues, or participating more passively in board meetings with a simple “go-along-to-get-along” approach to performing their duties.

In either case, a difficult board member can adversely affect a board’s productivity and decision-making efforts, and ultimately cost your entire organization time and money.

How do you address these issues? There are options. Establishing term limits or outlining an official impeachment process might help to better define board member roles. Conducting individual board surveys and peer reviews, or scheduling a performance review for the full board, can help to establish a process that you can all work on together.

The most involved, diligent, value-adding boards create a virtuous cycle in which the good qualities of one board member build upon another.

No matter how you address trying board behavior, it’s important to identify and correct it early on, so it doesn’t continue to fester, and eventually infiltrate the entire board. Let’s explore the options.

Determining If Behavior Is Counterproductive

All boards should have ground rules and expectations for their members. While answers to questions like “Do they attend board meetings regularly?” or “Do they bring financial literacy skills to the boardroom” may shed some light on how effective board members are, they don’t necessarily provide the full picture when trying to correctly identify a troublesome board member. To do that, it’s important to dig into the social aspect of a board or how individual members work together as a group. Consider the following questions:

  • Do you label some board members as “troublemakers” when they’re really engaged dissenters seeking to make a positive contribution to the board?
  • Do certain board members develop backchannels to staff because they’re trying to undermine your CEO, or are they simply seeking further clarity or information from the people affected by their decisions?
  • Are board members developing political factions in a takeover attempt, or simply seeking consensus for a shared opinion?

As you can see, there’s a fine line between what some consider good board members versus bad board members, and it takes more than just a glance at past attendance records to reach any strong conclusions. That’s where polling, full-board evaluations, and peer reviews can help.

Conduct an anonymous survey of individual board members on occasion to see whether any factions are forming, if they trust the information provided by the CEO, or if they display confidence in the competence of your management team. Ask your governance committee to perform a full-board evaluation that includes individual directors’ self-assessments, along with their peer reviews of one another, to determine how they feel about their own performance as well as their colleagues.

The most involved, diligent, value-adding boards create a virtuous cycle in which the good qualities of one board member build upon another. They develop trust and mutual respect, and they challenge each other by asking intelligent questions in a spirited give-and-take environment.

Managing Bad Behavior

If you do come to realize that you are dealing with a toxic board member, many boards wonder how to ask that person to resign. While that is one outcome, there are other ways to work around a board member’s counterproductive behavior. Here are some tips:

  • Find the source. Are they truly a troublemaker, or are they raising legitimate concerns? It’s OK to be passionate about a topic, as long as they remain respectful to others.
  • Do damage control. Are they recruiting allies and planting seeds of doubt, or simply asking for more information and transparency? Present facts with honesty and transparency and avoid personal attacks.

  • Limit the offender’s role. If your bylaws prevent you from removing a repeat offender, try reducing their involvement in certain areas. Sometimes, the bullies will give up and go home.

Whatever you do, don’t simply ignore bad board behavior. It’s better to address the issue head-on with the individual board member, rather than developing workarounds or impugning the entire board for one person’s bad behavior. Gather evidence, confront the board member with facts, and then work to help them make any necessary changes.

Adarsh Mantravadi

Adarsh Mantravadi is general counsel and director of government strategy at OnBoard, a consulting firm in Indianapolis, Indiana.