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

Contribution by Ricardo Bäcker, is Founding Partner & Chairman of Bäcker & Partners / AltoPartners Argentina. In addition, through Vistage, he provides personalized advisory to a group of Chairs, CEOs and Human Resources Directors, which gives him a unique view of the market. He is based in Buenos Aires, Argentina.

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The Director’s Dilemma - October 2024

This month we think about what to do when our own ability to chair is falling short of our desired performance.

Ryan joined the board of a small not-for-profit several years ago because he was passionate about the cause and wanted to work to make a difference. He became very frustrated with the board’s culture; people reacting negatively when they don’t get their way in meetings, either getting angry, upset or silently withdrawn. On many occasions the Chair avoided sensitive topics or allowed the board to talk around in circles without ever reaching a decision.

Two years ago, the Chair retired and moved interstate. Ryan quickly put himself forward as the replacement and was thrilled when the board unanimously endorsed him. (Nobody else came forward)

Now, he is worried because, if anything, his best efforts seem to have made the behaviour worse and people are fighting, complaining, threatening to resign, or just silently watching the rest of the board rather than contributing. It seems to deteriorate more with every meeting. Individually, each director is a lovely person; collectively they are a nightmare.

Before resigning himself, Ryan has come to you for advice about what he can do to help get this board back on track. What do you recommend?

Ricardo’s Answer

The success of any board rests on two key factors: its composition and its functionality. It is clear that a lack of trust among the board members is at the core of the dysfunction. The first step, therefore, is to rebuild personal trust. Without this foundation, meetings will remain unproductive.

The approach involves addressing both individual concerns and collective actions. This is where specialized behavioral and cultural consultants come into play.

Recommended Steps:

1. Start by engaging a consultant with expertise in team dynamics and trust-building. Communicate clearly to the board the purpose and goals of this consultancy.

2. The consultant should hold private, in-depth conversations with each board member. The aim is to carefully listen to their thoughts on the current situation, what bothers them, and what changes they believe are needed to improve board effectiveness.

3. Following the individual meetings, the feedback should be analyzed to distinguish between general and individual problems.

4. With this information, an off-site retreat should be organized. Ideally, this would include an overnight stay with dinner, as shared meals and relaxed evening conversations can significantly enhance team bonding.

Key Components of the Off-site Sessions:

• Summary of Findings: Begin by summarizing the insights from the individual conversations.

• Personal Reflection Exercise: Activities such as a “life-line” exercise, where each member shares key personal milestones humanize relationships and build empathy.

• Team Problem-solving: Participants should work on common issues identified during the interviews or by Ryan. Focus on defining the problem, proposing solutions, and assigning responsibilities with clear next steps.

• Group Presentations: Share conclusions with the group. The consultant documents the problems, proposed solutions, responsible parties, and deadlines.

• Education Sessions: Presentations on relevant topics, such as industry trends, AI, or neuroscience, can equip board members with tools to enhance their performance.

The sessions should ideally span two days (one afternoon and the following morning, or extended with an additional half-day). The evening downtime is crucial for building rapport, especially over dinner.

Julie’s Answer

Ryan needs to change this culture. Culture change will not happen unless he ups the ante, or he changes the composition of the board. Ryan needs to work out “Is this company in danger because of the legacies of a poorly performing board, or does he have time to work with the directors to improve the board’s culture?”

If the company is in imminent danger of failing its mission or becoming insolvent, irrelevant, or just unworthy of his continued attention, then he has nothing to lose by calling the board firmly to order and telling directors that he, like the former chair, will leave if behaviours don’t improve. He should ask them to commit to good board behaviours or leave the board and take their behaviours elsewhere. If they don’t take either of those alternatives, he should leave. There are other boards where he can make an impact.

If Ryan has time, he can start by asking a couple of directors to draft a code of board conduct and some protocols for meetings, reading of papers, and review of minutes. It is important this comes from them, not him.

Then the board should have a strategy retreat with an external facilitator to review the current strategy, commit to working as a team to implement it, and adapt then adopt the board code of conduct and protocols.

Training in effective directorship and communication skills would also help. It would be a very worthwhile investment.