Produced by Julie Garland-McLellan, Consultant at AltoPartners Australia and non-executive director and board consultant based in Sydney, Australia.

Contribution by Lauren E. Snith, is Managing Director and Co-Head, Board Practice, Diversified Search Group. She is the current Chair Governance and past President of the NACD Florida Chapter. She is an NACD Board Leadership Fellow and an NACD Certified Director. Lauren is a board member of the Greater Miami Chamber of Commerce. She is based in Miami, Florida, USA.

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The Director’s Dilemma - August 2024

This month we think about what to do if we suspect a colleague may be dangerously overcommitted.

Pedro is on the board of two NFP organisations. One of his colleagues from his smaller board recently applied to join the larger board and Pedro, as a member of the nominations committee, has been shown the CV.

Pedro was shocked when he read the CV and found out that his colleague currently sits on 7 other boards and 5 government committees alongside their regular employment! This would be their 13th commitment. The vacancy was advertised only recently, long after the colleague joined Pedro’s smaller board. Clearly Pedro’s board colleague is still looking for more board roles.

The colleague is not underperforming, but they are not exactly knocking it out of the park in terms of performance. Until now, Pedro just chalked it up to them being new to the board and earlier in their board career, but now he wonders if they really have time to meet all those commitments.

Maybe it’s none of Pedro’s business; should he do or say anything? If so, what and how?

Lauren’s Answer

As a member of the Nomination Committee, Pedro has the shared responsibility for ensuring that new board members are positioned to add value to the board and have the bandwidth to be fully contributing members.

In addition to evaluating the background and skill sets of potential board members, the Nomination Committee must look at the number of other obligations that prospective board members have and determine whether they are likely to become a productive board member.

Twelve other outside commitments for a working executive appear to be too many for a board candidate and indicate that he is overextended and is a reason not to further someone’s candidacy.

This is a good opportunity for Pedro to flag the issue of prospective candidates being overcommitted.

Pedro can also use this situation as an opportunity to engage with the committee to answer questions about the expectations of board members:

1. What are a board member’s obligations?

2. What is the time commitment for board members, including preparation for meetings, participation in events, and any additional tasks?

3. What is the frequency and length of board meetings and what percentage are board members expected to attend?

4. Can board members add value outside of meetings by contributing through fundraising or giving the board access to their contacts?

5. How might overcommitted board members impact the organization’s reputation and board effectiveness?

6. Are we clearly communicating board member expectations when we identify and onboard new board members?

7. Are we implementing a vetting process and continuous evaluation to ensure that board members are meeting their commitments and adding value to the organization?

By addressing these questions, Pedro can help the committee develop a clearer understanding of the expectations and commitments required for board members, which will aid in selecting candidates who are well-suited and fully capable of contributing effectively.

Julie’s Answer

Pedro must not use information gained from his position on the board of one company to benefit any other person or organisation; not even his other board. He may only use the information for the purpose for which it was given - recruiting to that board.

Hopefully every reader will agree this CV shows a dangerous number of commitments and likely a resulting lack of director due diligence. Pedro should not put the candidate forward for the open role.

However, Pedro now knows something that is of strong interest to his other board and faces a dilemma - breach confidentiality and mention this information to his Chair, or remain silent knowing that a board colleague may not be up to the task?

Without breaching confidentiality, Pedro can suggest that his boards both develop a register of director interests which would list all the boards and committees of all directors. That would be good governance.

He could also suggest that the boards undertake a governance or board evaluation which could also highlight the issues; especially if he asks the consultant to investigate how much time each director gives to his or her role.

Only Members can remove a director from the board, not the chair or other directors. Pedro could be brave and speak directly with his colleague to explore what is going on and how the colleague is managing the commitments to these roles. He could encourage him to step down from a few roles to make space for his board. However, this conversation must be carefully nuanced to avoid a strained relationship that will make matters worse. Ideally the director would recognise the issue and step down, but life is not always ideal.