During one of our webinars on Board dynamics, an attendee asked, “What is the best approach when the chairman is fixed on the agenda outcome and isn't listening to advice and advice from other board members?”
This article explains how to deal with a difficult chair, including red flags to watch out for and some best-practice solutions to keep your board meetings on track and your board's culture intact.
What makes a good chair?
As discussed in our previous articles, a good chairperson has a combination of technical and soft skills. Their position is to remain objective and make all the board members feel valued and comfortable speaking up. They lead confidently and allow others to take responsibility, holding them accountable. They know how to stay calm during heated discussions and can stabilise situations.
That said, “people don't start out as good chairs, or good directors, or good leaders. This stuff grows over time and takes decades and some people never get it, and some people. None of us were born good leaders for anything, and some of us, some of these things you can't learn from a classroom, it's just a point of direction only. And by making mistakes, or seeing other people make mistakes and trying to avoid them yourself,” says SaaS Board Advisor specialist Martin Oxley.
Spotting a bad chair
Poor performance
Every organisation has its standards for what counts as good performance. The Chairperson sits at the head of the Board, facilitating execution strategy for better performance and profit. The Chair needs to perform well to secure their place as leader of the Board.
Lack of leadership or accountability
The Chairperson must lead their team successfully and be accountable when things go wrong. On the flip side, they must also give credit where credit is due. Chairpersons who lack this skill will have an unmotivated workforce, who might be worried about being thrown under the bus for mistakes. Chairs who lack leadership skills will also find they cannot handle challenging situations during board meetings.
Unable to see the big picture
One of the jobs of the Chair is to create future strategies for the organisation. They need to see the big picture, including opportunities and risks that can be presented internally and externally. Bad leaders tend to stay complacent and easily satisfied; they don't push for things to get bigger or better. A lack of focus on the future means that the organisation lacks a clear plan, and there is likely to be little progress.
Questionable values
A lack of integrity from a Chair can break an organisation. The leader of the Board must have moral integrity. Since Chairs are the ones who lead the Board, they are the pillar of the team and must set a good example. If the leader is unethical, they might influence other members to follow in similar footsteps, causing a detriment to the entire organisation.
Doesn’t adapt
Anyone engaged in a business could tell you that things change, and with that said, people must adapt. Great Chairs know how to apply a spectrum of leadership styles, depending on the situation's needs. Different directors respond to different leadership styles, and so do different employees. A poor chair would be stubborn and slow to adapt, possibly exuding an attitude that doesn't give way to fluidity.
Conflict of interest
This occurs when the Chair has interests outside the Board that may influence how they vote or lead the Board. Conflict of interest can be pretty standard because personal lives and connections are a part of everyday life. However, they need to be identified as they may cause risk to the integrity of the company. For example, the Chair might have financial interests or competitive stakes outside of the organisation that could be damaging should they lead the Board with those interests in mind.
What should you do about it, then?
Confront the issue head-on
“This is one of the times when a board member will have to have a difficult conversation with the chat,” says Lynda Carroll, the CEO of Align Group. Conflict is challenging, and sometimes confronting the issue is the last thing a person wants to do. However, it needs to be done and done so in a tactful, responsible manner.
“Normally a conversation like that with the Chair will have to be outside of the board meeting. You wouldn't want to do it in the board meeting,” adds Oxley. A face-to-face conversation with the Chairperson, with plenty of emotional intelligence, will come out much better than an email with all the offences they have committed. It is essential to give the other person the courtesy of having an in-person open, honest dialogue.
Being specific
There are specific ways to confront a person:
- To say how the person made you feel.
- To be specific about which action causes you to feel that way.
- To explain the implications of their action for the organisation.
It’s essential not to make it personal.
For example, “I feel like you no longer care about the organisation since you cancelled the meeting for the third time. I feel like this puts pressure on the Board to come up with strategies in a shorter time limit.” This way, the Chair will have a substantial statement to reflect on.
Listen
Once all is said, it is important to be quiet and listen. The Chair should be given the chance to reflect on their behaviour and process the information that was given to them. They will respond afterwards as necessary. Allowing the person space to reflect on their actions will create a comfortable environment to explore the problem at hand fully.
Focus on the organisation, not the individual
It is important to reflect on why you are part of the Board in the first place. Once you've reflected on your main objective in the company, you may ask the Chairperson to do the same. It could be a refreshing and reflecting exercise for them. Needing to confront the Chair for the betterness of the organisation is a tricky business decision to make, as it is never easy. It helps to focus the discussion on the business side of the relationship and not the personal side. Refocusing the conversation on the business rather than the individual will help the conversation ease into a more objective viewpoint.
If all else fails ...
Unfortunately, it is time to consider dismissing the Chairperson if nothing else works.
The first step would be to check all of the corporate bylaws for any specific procedures. Then a meeting of the Board should be called and raise the issue of removing the Chair. There are the options of completely removing them from the chairman’s office or removing them from the Board entirely. Then, vote on it, keeping in mind the corporation’s bylaws. Next, follow through with the formal procedures, such as marking the majority vote and the meeting minutes. Finally, the Chairperson should be notified, who should be relieved of their duty at the time of voting.
