Weak Links and Problem Directors

A hint of disapproval wafts across the meeting table as directors watch a colleague shuffle through the board packet for unread financial statements. I took the time to prepare, why didn’t you?

At another table in another boardroom, the air is toxic with a plot to oust the CEO. Should I believe what I’m hearing or your lying eyes?
Certainly, it’s a long way from attending a meeting unprepared to attempting a boardroom coup. Most corporate directors approach
their board responsibilities seriously and with good intentions. And legitimate contingencies can sometimes prevent full engagement.

But directors can and do create problems. Whether through inattention or ill intent, they can detract from board effectiveness and disrupt the balance of interests, ego, and power.

How directors critique other board members can signal issues. One director may come down hard on a particular colleague. Another may decline to say anything at all. Strong personalities on a board may impede constructive “self assessment,” perhaps requiring an outside facilitator to direct the board analysis.

Whatever the circumstances, board members face a difficult choice. Taking action to deal with a weak link or problem director is confrontational. Issues can quickly become politicized and spin out of control if the approach to addressing them is not communicated well with all board members. At the same time, failing to act has its own consequences. Problems can fester, affecting board productivity and performance.

What to do? If the time has come to address a weak link or problem director, you can improve the chances of a positive outcome by considering several steps:

• Make Sure You Know the Real Issue: Sometimes a problem is not directly related to board participation. Health, family, finances, or a combination of these and other factors can be distracting an otherwise solid contributor.

• Explore Counseling: If warranted and appropriate, a private conversation with the director can usually get to the bottom of the issues.
If your personalities might clash in such a discussion, ask another director to have the chat. Eventually, the entire board should be included so that discussions are out in the open and feelings of trust can be maintained or reestablished.

• Change Responsibilities: Changing a director’s focus to an area of his or her true expertise can raise comfort levels and avoid problems.

• Have the Conversation: Ultimately, it may come down to telling a board member to either make changes or move on. Such discussions often focus on whether the board member is able and willing to overcome issues that have been identified and can get back on track.

Of course, one of the best ways to deal with director issues is to keep them from arising. Here are some tips:

• Conduct Regular Reviews of Board and Individual Performance: Structuring a review to achieve substantive results can defuse potential negative responses. The process can include having all directors discuss their board participation and contributions over the past three
to six months; identify how they think they can improve their performance; and suggest an area they want to become
more involved in. Another idea is to assign them one outside responsibility to report on each year.

• Identify Potential Weak Links and Problem Directors Before Deciding to Bring Them on Board: One useful tool for screening candidates is the National Association of Corporate Directors (NACD) director certification process. The process can help validate that the
candidate fully understands what is expected of him or her as a corporate director. (Certification can also help current board members — even those with significant experience — gain better understanding of their responsibilities. You might encourage your present board members to attend a directorship conference of your or their choosing during the year.)

• Involve Others in Director Selection: Engaging your outside attorneys and operational and financial management teams in reviewing qualifications and in the interviewing can help get a “board sense” of a candidate.

Just as important as dealing with weak links and problem directors is making sure you don’t become one yourself. Accept board seats that you truly want, where you fit in, and where you can add value.

Understand that 10 hours a week is a common commitment level to expect of board members in normal times, and these days it can be more. Finally, establish board agendas that truly add value for both the company and the directors. That will help get the best from everyone.