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Q:
I sit on a board with two members who, for the past year,
have said and done very little. Regardless, both were just
reelected unanimously with the support of the nominating
committee. What’s your take? Name withheld,
New York
A: So, two
seat-warmers on your board were just reelected
unanimously, you say? Doesn’t that mean you voted for
them, too? If so, don’t worry. You’re definitely not the
only board member in history to endure an ineffective or
otherwise dysfunctional fellow director.
Not to
slam boards. As a whole, they add real value. But boards
frequently tolerate troublesome performance from one or
two of their members; it’s simply too time-consuming or
impolitic to eradicate. And that, unfortunately, is why
too many boards—in both the public and private
sectors—don’t make the full contribution they could, and
should.
To be
clear, we’re not talking here about board behavior that is
criminal. With a few famous exceptions, boards will remove
anyone who does not adhere to the law. No, we’re referring
to the types of boardroom behaviors that are perfectly
legal but perfectly destructive as well. There are at
least five by our count.
Let’s
start with the type of bad board member your letter
describes: “The Do-Nothing.”
Some of
these individuals are too busy with their own companies,
other directorships or their lives in general to care
about your particular board. Some don’t have enough skin
for the game to work up authentic interest. And still
others lie low for job security.
At $25,000
to $100,000 a pop in the corporate world, being a director
can be very good money. In the private sector, prestige is
often the reward. And so Do-Nothings rarely challenge or
probe at meetings. Nor do they venture out into the field
to take the pulse of the company, checking to make sure
that what they are hearing in the boardroom about values
and strategy matches what employees are feeling.
Do-Nothings are awful, but not nearly as dangerous as type
two in our taxonomy, “The White Flag.”
These
people live in fear of being personally tainted by any
kind of controversy, such as a class-action lawsuit or
activist protest. They lack courage—a key characteristic
of any good board member. With every public or private
challenge, they pollute the boardroom by hyperventilating
for a settlement, even if it means selling out on
principle just to get out of the crosshairs.
Sure, a
board must settle a dispute on occasion, but never before
seeing the organization through a thoughtful discovery of
the facts. Such a process creates a culture of trust
between management and the board, and it is only in such
an environment that risks can and will be taken.
“The
Cabalist” is the third type of a bad board member. This is
the director who sits quietly in meetings—in fact, a
Cabalist often goes along with the prevailing side—but
then takes up a cause behind the scenes, building
constituencies to achieve another agenda, namely his or
her own.
In many
cases, good board members shut down such practitioners of
palace intrigue. But sometimes, a board’s Cabal is its own
executive committee. The result is a controlling,
secretive board-within-a-board that turns other directors
into second-class citizens.
Such a
dynamic decommissions the majority of the board’s
brains—and what a waste that is—but it also undermines the
board’s relationship with management. Senior executives
never know if a board member is speaking for himself, the
entire board, or the Cabal.
Good
directors focus on big-picture issues like succession and
strategy. By contrast, consider our fourth offender: “The
Meddler.” Instead of meeting with high-potential talent
and discussing industry dynamics, meddlers get all mucked
up in operational details. They seem oblivious to the fact
that board members are there for their wisdom, sound
counsel and judgment, not the day-to-day running of the
business.
And then
finally, there is “The Pontificator.” This is the
self-important bloviator who cannot get enough of his own
voice, especially when it is opining on “matters of
state,” such as world events, social trends, the company’s
history, or his particular area of expertise. Like
Meddlers, Pontificators distract the boards from the real
business before them, and enervate their colleagues in the
process.
As a board
member, it is easier, of course, to let a couple of
Do-Nothings stand around until retirement and to tolerate
a few White Flags cowering while the rest of the group
handle each crisis. It is easier to try to isolate or work
around Cabalists and ignore Meddlers and Pontificators.
But
imagine how much better it would be if nominating
committees, usually just focused on vetting potential
members, faced into the hard cases right in front of them.
After all, no one can keep a board on its best behavior
but itself. |
