Obviously, the best way to address troublesome board member behaviors is to prevent these behaviors from occurring in the first place.  In this email message we will first identify some common troublesome board member behaviors and then provide some suggestions for preventing these.  In our follow-up email message next month we will present some ideas for addressing these behaviors when they are already occurring in the boardroom.

In their book entitled The Directors’ Manual, Peter Browning and William Sparks identify five common types of troublesome board member behaviors (Wiley, 2015, pages 107-110):

1. The Dominator is a board member who is outspoken, tends to dominate discussions, and may be perceived by other board members as somewhat bullying and intimidating.
2. The Micromanager is a board member who tends to become overly focused on operational details and to meddle in matters delegated to management.
3. The Expert is a board member who may have been recruited for their special expertise but who may limit their own interest and involvement to matters relevant to their special expertise.
4. The MIA Director is a board member who is “missing in action” either not attending board meetings or attending such meetings without adequate preparation or real involvement in board member discussions and deliberations.
5. The Dinosaur Director is a board member who may have been on the board for quite some time, may have been a very active and significant contributor to board work but is no longer actively and productively involved in such work.

A sixth common type of troublesome board member behavior that we have observed is the Conflicted Director who is a board member influenced by hidden agendas that support personal and familial self-interest and/or the interests of other organizations with which they are affiliated.

As mentioned above, the best way to address these behaviors is to prevent them from occurring in the first place.  The basic suggested approach is to set clear expectations about desirable and undesirable board member behaviors and to regularly communicate and reinforce these expectations.

Set clear expectations.  Suggestions for setting clear expectations include defining the job of the board, describing its governing style including expectations for board meeting behavior, and enacting absenteeism and conflict of interest policies.  (For expectations for board meeting behavior, see Tips for Effective Boards #39 by clicking https://www.BoardsOnCourse.com/blog.  

Communicate and reinforce expectations.  Suggestions include communicating board member expectations to prospective board members during recruitment and during new board member orientation.  Prior to appointment to the board, board member candidates can sign a conflict of interest statement and a statement of commitment to board member responsibilities including expected board member behavior.  These can also be signed annually, as well.  Seasoned board members can be assigned to mentor new board members and can include a regular review of these expectations during mentoring.  Board members can give and receive feedback regarding these expectations through board member feedback surveys at designated intervals and for reappointment consideration.  Confidential surveys conducted at the end of board meetings can provide valuable feedback about board meeting process including desirable and undesirable behaviors.  How the board chair and other board members respond to troublesome board member behaviors that may occur in the boardroom can also reinforce board members’ commitment to positive boardroom behavior. 

In addition, procedural changes such as the following can be considered:  define the length of a board member term of service, limit the number of terms to be served consecutively, and move away from automatic reappointments.  These changes can prevent Dinosaur Director behaviors (see #5 above) and can result in removing board members who may continue to engage in troublesome board member behaviors even after their behaviors have been challenged.

In our next Tip for Effective Boards, we’ll share some suggestions for dealing effectively with troublesome board member behaviors that have not been prevented from occurring. 

Policy Governance® establishes boardroom structure and processes that support positive board member behavior and discourage troublesome board member behavior.  For information about the Policy Governance® system, please click https://www.BoardsOnCourse.com/policy-governance.  

To read other Tips for Effective Boards, please click https://www.BoardsOnCourse.com/blog.