The Director’s Dilemma – April 2023 Edition
Contribution by Kevin Hall, Managing Partner of Bluestone Leadership Services / AltoPartners Canada, bringing over thirty years of board and executive recruitment, management consulting and executive development experience to the firm. Kevin is also a member of the AltoPartners Global Operating Committee
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The Director’s Dilemma - April 2023
This month we consider the fraught situation of a board that doesn’t control its own composition and has an ineffective chair.
Bill joined the board of a government sector agency. He is passionate about the sector and excited by the aims of the enterprise, which have the potential to do great good.
All directors are Ministerial appointments, and the board is composed of people with deep industry expertise. The Chair is a prominent academic with a tremendous depth of knowledge about the industry and its participants as well as the technologies that are currently driving progress.
Unfortunately, although he is a great ‘people person’ as well as a great expert, the Chair is not a good organiser, and the meetings are a mess. The agenda is rarely adhered to, discussions wander down side tracks, there is no summing up of the progress made in understanding the issues, people come in and out of the meeting, sidebar conversations are almost ubiquitous, and there are almost no decisions or guidance for the executives.
The minutes, which are made public, are mercifully minimal.
However, Bill is concerned that on a couple of occasions management have done things that they were not expressly delegated to do and have pointed to the board minutes (which mention that the topic was discussed) as providing authority for making commitments (which is definitely not mentioned).
The Chair has been appointed for a four-year term and Bill is not sure that he can cope with three more years of this.
How can he help his board and his chair to lift performance and start governing as they should?
This scenario touches on Director competencies on Boards. This is a challenge experienced by many public and private sector Boards.
Appointing Board Members is as much an art as a science. This especially applies to Chair appointments. Leading-edge technical competency, outstanding personal reputations and affable personalities are not always hallmarks of good leaders or board members. We have often been asked to advise Boards how they should deal with competency issues and in particular ageing Board Members with deteriorating mental health.
As a benchmark, show me a good Board and I will show you a great Chair. Our research shows that the Chair is the single biggest determinate of a Boards performance. Great Chairs are often experienced leaders who can effectively and efficiently utilize the skills, experience and knowledge of the other Board Members in the governance of an organization.
The Board Skills / Experience Matrix and fit should both drive board appointments and well-informed decisions on whether to join a Board. Most often new Board Members will look to the Chair as a significant factor in the final decision to join a Board.
Unfortunately, the Chair is not a position from which to learn basic board leadership skills. In this case courses, education or training won’t cut it. The lack of competency by the Chair is putting the organization and the Chairs own reputation at risk.
Bill’s concerns are most likely recognized by other Board Members. These concerns could also have been raised during in-camera discussions and in an annual Board Assessment. Bill must raise his concerns with the Chair of the Governance Committee. It is then that Chairs responsibility to address the issue with the Chair and the Government Stakeholders as appropriate. Most likely resulting in the appointment of another Chair and moving the current Chair into a Past Chair role.
Bill is in a bind. He needs to do something to help the board become effective so he must be courageous.
The first person to talk with is the chair. A simple, “How are you enjoying the role? How do you feel the board is progressing?” conversation in as social and unthreatening a situation as Bill can create.
It is quite possible that the chair is aware of the issues but lacks the courage to address them. In that case, Bill can offer to support the chair by helping to run the meetings.
A chair doesn’t need to chair the meetings; they can bring in an external facilitator, or can use a director to do that. This is extra important when the chair is the industry expert and the board needs their deliberative input. You can’t easily chair and contribute to discussions at the same time!
He should raise his concern about management acting without authority. This could be dangerous for the board and chair (especially if the chair would like to be reappointed).
It is also possible that the chair is unaccustomed to meetings that need to reach many decisions within a timeframe. A board is there to decide, not to safeguard academic rigour in the papers. Perhaps training or mentoring would help. There are some great courses and mentors available.
The next people to talk with are his colleagues and management. Depending on the operating culture and protocols this may be easy or fraught. A board performance review may help to gather information while protecting anonymity. External reviewers can also deliver challenging outcomes and then leave so no-one in the board or executive has their relationship strained by having been the bearer of that news. Neither board not management should accept the risks of acting without board authority.
If all of the above fail; Bill can talk to the Minister. That is the nuclear option.
The good news is that Bill has options. He just needs to be brave and take some actions.