On the other hand, overreact to what, initially, is just an irritation and the situation can become more of a problem. Before taking action that leaves no room for retreat, think carefully about how much of a problem the concerning behaviour actually presents. We have seen how the right handling can sometimes turn a badly behaving board member into a valuable asset.
Given this kind of board vulnerability, we were pleased to see Scott Baldwin’s recent blog post ‘The Bad Apple’. Baldwin offers a framework to think through this kind of situation before reacting. In particular, he invites us to distinguish between behaviour that is truly destructive of board functionality and that which is merely disruptive. This distinction should influence how we deal with the problem, so Baldwin’s analysis of the differences is a valuable starting point.
In a broad sense, disruptive behaviour as Baldwin describes it:
- is difficult and distracting but not necessarily destructive
- means board members may not enjoy the behaviour, but most may be able to tolerate it
- does not stop the board from being effective and getting things done in spite of the offending behaviour.
He lists a variety of behaviours that might justify directors being categorised in this way; because they:
- struggle to understand their role and the expectations placed on them
- are unable or unwilling to fully participate. For example, their meeting attendance is erratic, they seldom contribute to discussions, and they do not carry their share of the workload
- are poorly prepared for meetings or do not carry out assigned tasks
- are routinely annoying or irritating (for example, by dominating discussions, taking them off track, and repeating what others have already said)
- are poor communicators or are contentious by nature
- are routinely negative about others’ proposals regardless of the evidence put forward
- try and relitigate decisions the board has already made.
In contrast, Baldwin characterises destructive behaviour as:
- being so divisive, abusive, overbearing or distracting that it impedes the board’s ability to do its work
- sufficient to cause other board members to quit or threaten to quit because they ‘can’t take it any more’
- causing large portions of board meetings to be spent in damage control
- meaning that board members feel forced to defend themselves against actual or expected attacks, sometimes taking pre-emptive action themselves
- increasing tension levels at board meetings so that members dread or even stop attending.
As examples, Baldwin refers to directors who:
- appear less interested in the organisation than in how they can use their position to further their own personal business ends
- seem to be working against the organisation rather than for it, such as not supporting majority decisions they did not vote for themselves, walking out of meetings and badmouthing the board to others
- have a continuing conflict of interest that prevents them from participating in normal board processes or, worse, conflicts of interest they do not declare
- fail to meet their fiduciary duties, especially their duty of care
- are guilty of ethical infractions (e.g., sexual harassment, fraud or criminal behaviour) that damage the organisation’s reputation.
Options for dealing with a difficult director
Baldwin suggests four different ways of dealing with a difficult (disruptive or destructive) director.
1. Prevent the problem. Put in place structures and practices to reduce the possibility of having to deal with the bad apple on the board, including:
- board recruitment processes that allow a proper assessment of potential members before they are offered a place
- pre-appointment trial periods—for example, through membership of a board committee
- effective induction—ensuring all new board members understand their role and responsibilities
- regular assessment of director performance
- feedback mechanisms that allow directors to provide anonymous feedback on any issues or problems they perceive
- term limits.
2. Manage the problem. Steps that can be taken to try to minimise the impact of a difficult director include:
- directors regularly affirming that they are aware of their responsibilities
- agreeing on and adopting norms of behaviour and holding each other accountable to those
- actively managing conflicts of interest
- naming and shaming directors with poor attendance
- having the chair encourage active participation
- more formal and active application of meeting procedures to ensure all views are heard and decision-making rules are followed
- imposing time limits on individual contributions to agenda topics.
3. Take action. If preventing or managing the problem does not work, direct intervention might be necessary. Have the board chair, or someone else the source of bad behaviour would listen to, address the issue one-on-one. Acknowledging that these are bound to be uncomfortable conversations, Baldwin passes on the following five tips for dealing with a difficult board member:
- confront the issue head on and in person. Preferably as soon as you become aware of the issue
- focus on the organisation not the person. Ask what change will allow them to best serve the organisation’s mission
- describe specific behaviours and their impact
- describe the troublesome behaviour in terms of its impact on you or your perceptions of it
- listen - state your objection and give them a chance to process it. The behaviour complained about may simply turn out to be a misunderstanding. (In a recent director review we facilitated, an inexperienced director acknowledged behaving unnecessarily aggressively but it was in a genuine belief that, for example, ‘robust’ behaviour was what was expected of her).
4. Say goodbye. Sometimes the situation is such that the problem director must go. If the previous steps have been followed, a request to leave the board should not come as a surprise. However, depending on the constitutional and legal situation it can be difficult to remove a board director who does not want to step down.
Baldwin urges thinking through the situation carefully and not rushing it. Consider a range of options short of outright removal (e.g., a temporary leave of absence, a request to resign of their own accord, non-reappointment at the end of the term). As a last resort, and when the negative impact of the behaviour prevents the board from functioning as it should, removing a troublesome board member may be the only option