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How to Deal with a Bad Board Member

By Paul Stark, General Manager, OnBoard

Bad board members do crop up. They miss board or committee meetings frequently 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. A bad board member can adversely affect a board’s productivity and decision-making efforts, and ultimately cost your entire organisation time and money.

However you address bad board behaviour, it’s important to identify and correct it early on.

How to Identify a Bad Board Member

Many boards follow the good governance handbook to determine whether board members meet expectations, or fail to perform their board member duties. Do they attend board meetings regularly? Do they support the organisation through equity involvement? Do they bring financial literacy skills to the boardroom table, or a new perspective based on deep expertise or experience?

While the answers to those questions may shed some light on how effectively individuals perform, they don’t necessarily provide the full picture when trying to correctly identify a bad board member. To do that, one must dig into the social aspect of a board.

  • Do you label some board members as troublemakers, when they’re really just an engaged dissenter seeking to make a positive contribution to the board?
  • Do certain board members develop back channels to company line managers because they’re trying to undermine your CEO, or are they simply seeking further clarity or information from the people impacted by their decisions?
  • Are board members developing political factions in a takeover attempt, or simply seeking consensus for a shared opinion?

There’s a fine line between what some consider good board members versus bad board members. 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’.

Objective Factors for Board Member Effectiveness

If you’re unsure whether a member of your board is the right fit, consider evaluating the following factors to make a qualification of their contribution.

Attendance – If you’ve noticed a board member misses more meetings than his or her colleagues, analyse attendance over the last 12 months. You may find they missed more (or fewer) meetings than you realise.

Engagement – An unengaged board member is one that doesn’t contribute to executing the board or the organisation’s mission. Evaluating engagement can be as simple as taking note of who proactively participates in board discussions.

However, it’s important to consider that most boards have multiple channels for engagement; some board members may be more vocal in meetings, while others may prefer to contribute in written remarks.

Preparation – A prepared board member is effectively ready to engage in nuanced discussions on any number of topics before the board. An unprepared board member not only does themself a disservice, but they can also waste valuable board meeting time getting up to speed on materials sent in advance.

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Skills assessments – Board composition requires a careful balance of board member experience and skills, and its ongoing challenge as organisations’ needs change over time. Problematic board members who lack the needed skills can be identified using a board-wide skills assessment tool.

Board performance reviews – Consider hiring an independent consultant to conduct a board performance review that includes individual board member performance.

Other Signs a Board Member is Not Working Out

Poor behaviour and negative attitudes can lead to a toxic environment where good board members stop attending meetings or leave the board entirely.

Outside influences also factor in when it comes to bad board members. For instance, the COVID-19 pandemic forced many boards to meet virtually, rather than in-person, which completely changed the dynamics for building a cohesive team.

According to our 2021 Board Effectiveness Survey:

  • 23% of respondents said their board’s collaboration deteriorated since COVID-19 forced their meetings to shift to a virtual format.
  • 8% said governance had become “difficult and challenging” since the pandemic began.
  • 12% of board members who don’t use board management software said their board members weren’t prepared for meetings (compared to 6% for those who do use board management software).

How to Work Around Counterproductive Behaviour

When dealing with a toxic board member, many boards wonder how to ask a board member to resign. While this solution may be the final outcome — if you have established policies and bylaws in place — there are other ways to work around a prickly board member’s behaviour.

Here are some workaround tips:

  • Find the source — Are they truly a troublemaker, or raising legitimate concerns? It’s okay to be passionate about a topic, as long as you remain respectful to others.
  • 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 the personal attacks.
  • Limit the offender’s role — If your bylaws prevent you from removing a repeat offender, try reducing their involvement in certain areas.

How Best to Address a Troublesome Board Member

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 behaviour. Gather evidence, confront the board member with facts, then work to help them make any necessary changes.

According to the Association of Governing Boards of Universities and Colleges (AGB), some of the most important Habits of Highly Effective Boards include:

  • Creating a culture of inclusion by putting all issues on the table for discussion.
  • Trusting your chief executive to set a vision and achieve strategic goals.
  • Selecting an effective board chair who stays focused on issues that matter.
  • Delegating appropriate decision-making authority to committees.
  • Establishing a strong governance committee for oversight and accountability, including setting bylaws with policies for term limits or an impeachment process.
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