Question: Addressing under-performance of a director


Our board of directors has been witnessing a growing rift between the CEO and a board member. The director represents a key investor group and is deeply knowledgeable about the industry.

The problem is that the director has become too prescriptive in his recommendations (even to the point of discussing non-agenda items), a fact that is resented by the CEO and his team.

As a fellow director, I see it less as a personality clash and more as this director's intent to rescue the company from making, what he feels, are "wrong choices." However, his communication style is condescending, and approach too hands-on.

How can we remedy the situation?

5 Expert Insights


Initiate a board assessment facilitated by a professional.  Read Ram Charan's book BOARDS THAT WORK.  This outlines the circumstances, like yours, that trigger this action and lists the criteria for making this assessment. This usually includes an examination of individual behaviors and team dynamics that have begun to deteriorate to the detriment of of the boards duty of care for the corporation.

Following the assessment (which is usually individual and anonymous), a facilitator will present the findings and lead the group to address the issues in a professional and productive manner.

Sometimes, individual coaching of the "problem" director can enable him/her to focus on recognizing the consequences of his behavior and the effect it has on his own image and contribution to the group.   Often, people are unaware of this, but if coached, they can decide to change or live with the consequences of their approach.


Michele's recommendation ultimately is where you want to go. But as a first step, you must clarify the basics. Whose responsibility is it to ensure the Board functions well? It's the Chairman's job.  Even if you go with recommending coaching, someone is going to have to talk to this Director about the problem. Therefore, the first conversation needs to take place with the Chairman of the Board and align with him/her around this behavior being a problem. If the Chairman sees the same problem, they need to take the conversation to the Director and then institute an appropriate intervention.


Both Michele and Roza have provided you with good directions.  Often times the relationship between the board and the CEO and/or management team is ill-defined.  And, perhaps because the board member in question is "deeply knowledgeable" with the industry, perhaps the role he is there to play has become fuzzy and he is taking liberties that go beyond his role as a board member.  So there are several things that are possible here.  Yes, it may be resolved because the Chairman has a one-on-one with the board member to reiterate the goal of a board member.

However, in addition to this it might be timely to use this situation to gain clarity within both 'teams' and then the collective body as to how they are intended to work together and what needs to happen to strengthen their value to one another and ultimately to the company.


From this overview, core leverage areas to set new trajectories:

1) Strategic:  build common ground on direction - across key players and/or the entire board.  The organization needs a strategically cohesive leadership body.  The most important questions seem to be - Do other board members share these strategic concerns?  Are these differences re: direction being addressed productively by the board? Is this gap building in strategic importance/board divisiveness?

This board member is speaking from 'industry expertise' and a place of power as 'a key investor'.  S/He has deep concern and is exerting influence in the ways they know.  Problems erupt when the political + social environments + structure + individual style and values differences block productive strategic dialogue between leaders/across the board and inhibit capacity to make important decisions and to act.  Establish common ground on direction the right way (one that builds relationship and partnership) and a far better trajectory will be set.  

2) The Behavioral Side: 'condescending and hands-on' style.  Whether this is a learned influence style or just who this person is overall, the most powerful way to engender change is to achieve the above (common ground) through a (diplomacy &) planning process that also safely provides this person with learning, creates conditions for him/her (as well as involved others) to take responsibility for their part in creating the status quo, and helps people shape important agreements re: values and communication norms. If conditions are created where this learning emanates from the group in non-threatening ways, the probability for self-responsibility and self-correction increases dramatically.  

3) While assessments are sometimes good vehicles for leading into useful dialogues, nothing I've seen in my 25 years' experience is more powerful than 'holding council' - discovering shared purpose, direction and values while doing important, relevant leadership work.


The rift you are describing has the potential to impair the company's performance, and as such it is incumbent upon you and your fellow board members to not simply observe from the sidelines. A number of potential actions might be appropriate:

• The Chairman of the Board or a respected member of the board could have an informal conversation with the problem director regarding how to adjust his style in order to help the company better benefit from his deep knowledge

• The board of directors should take the time to get clear on relative roles and responsibilities of the board and senior management. Time should also be spent on defining a 'code of conduct' for board members/meetings

• The CEO and board member in question could meet with an executive coach or organizational psychologist to work through relationship issues and create some level of understanding on how to work together for the best interests of the company

Your situation is certainly better than having a board of directors that routinely rubber stamps all of management's recommendations. However, the benefit of considering input from differing perspectives gets wasted in the absence of constructive dialogue.