Sallie Saunders
Building Better Boards Pty Ltd
Better Boards Conference July 2012
Where’s the problem?
Difficult board member or ‘healthy
dissenter’?
or
 Is the whole board in trouble?

July 2012
Sallie Saunders, Building Better Boards Pty Ltd
Difficult board member or
‘healthy dissenter’?
Has the board lost focus?
 Are meetings badly run?
 Are Board agendas poorly developed
and/or not followed?
 Is the Board culture closed or open?
 Is the trouble maker really a ‘healthy
dissenter’ trying to refocus the board?

July 2012
Sallie Saunders, Building Better Boards Pty Ltd
Boards in trouble
Create negativity and disagreement
 Can be dominated by cliques and
factions
 Take problems outside the boardroom
 Clash with staff and stakeholders
 Need expert help to work through the
trouble

July 2012
Sallie Saunders, Building Better Boards Pty Ltd
Difficult board members
Can disrupt the work of the board
 Promote conflict
 May have personal agendas, behaviours
or conflicts of interest that prevent them
from being effective board members

July 2012
Sallie Saunders, Building Better Boards Pty Ltd
Grin and bear it?

“Fearing the pain involved, almost all of
us, to a greater or lesser degree,
attempt to avoid problems. We
procrastinate, hoping that they will go
away… We attempt to skirt around
problems rather than meet them head
on.”
M. Scott Peck, The Road Less Traveled
July 2012
Sallie Saunders, Building Better Boards Pty Ltd
The case for action

Difficult board members can
 eclipse the talents of other board members
 stifle fresh contributions
 undermine efforts to recruit new people
 frustrate valuable staff members
 block healthy growth
 waste valuable resources of time and talent
July 2012
Sallie Saunders, Building Better Boards Pty Ltd
Who should act?

The responsibility for the board’s effective work –
both governance and support – is the
responsibility of the Executive Director [CEO] Peter
Drucker

Sometimes a board will “follow” a strong staff.
Sometimes it will lead the organization. Ideally it
will demonstrate flexibility in continually redefining
its partnership with management…Executive Directors
Guide, Third Sector New England, Boston MA
July 2012
Sallie Saunders, Building Better Boards Pty Ltd
Managing trouble
Requires:
 the combined efforts of all board
members - not just the chairperson
 Courage and conviction
 Skill development
July 2012
Sallie Saunders, Building Better Boards Pty Ltd
Focus on behaviour
beware labelling and isolating “the one
with the problem” from “normal us”
 focus on difficult behaviour and try for
face-saving solutions
 deal with the negative consequences of
behaviour rather than condemn the
individuals who display it

July 2012
Sallie Saunders, Building Better Boards Pty Ltd
Some troublesome behaviours
Board member is regularly absent,
arrives late or is unprepared
 Board member confuses roles and
responsibilities with those of the CEO
 Board member discloses confidential
information and/or criticizes the
organisation in public
 Board member bullies or displays a
controlling personality

July 2012
Sallie Saunders, Building Better Boards Pty Ltd
Some strategies for change
Develop position descriptions for board
members and keep boundaries clear
 Develop effective feedback skills
 Be prepared to speak up about what the
problem is, why and what you would like
to change
 Call in an expert
 Check the legal issues

 Stay
July 2012
calm and carry on!
Sallie Saunders, Building Better Boards Pty Ltd
Help the board to change
Reserve board meetings for work that has
meaning -use a consent agenda
 Communicate efficiently – short sharp reports
 Use IT systems well
 Help the Chair establish rules for discussion so
that ‘time vampires’ are controlled
 Clarify perceptions & positions so that robust
debate generates options rather than road blocks
 Research learning opportunities for the board

July 2012
Sallie Saunders, Building Better Boards Pty Ltd
Preventative strategies

Carefully recruit new board members with:

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Humility and self-awareness
A sense of humour
An ability to see the big picture and think strategically
Emotional maturity
Good communication skills
A learning orientation to board work
Provide a trial period and set term limits
Form a board development committee
Develop a Board Code of Conduct and enforce it
Establish a termination process
Incorporate conflict resolution and consensusbuilding strategies
July 2012
Sallie Saunders, Building Better Boards Pty Ltd
Parting ways
A process not an ambush
 A choice
 Handled best by peers
 A group process
 Not the end of relationships
 A loss
 Requires discussion and time to adjust

July 2012
Sallie Saunders, Building Better Boards Pty Ltd