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Battling Bad Boardroom Behaviour

Battling Bad Boardroom Behaviour

Can you recall a time when someone was behaving badly at the board table?

What was it about?

How did you feel? Frustrated? Angry? Embarrassed?

Here’s just one scenario from my board life (but it’s a shockingly common scenario!):

A director who misses three meetings without an excuse is deemed to have resigned from the board—it says so in the bylaws. The Chair talked to the director, but things have not improved. Other directors are resentful; some are starting to miss meetings. Why doesn’t the board “accept” the implied resignation and fill the vacancy with someone who wants to be there?


Know When to Speak Up

When no one speaks up, your inside voice activates. You mutter at the board table, in the elevator, in the parking lot. Maybe you even sigh and roll your eyes (because that helps!) I mean, we’ve worked so hard, adopting and adapting best practices. All the time and money that has gone into our governance toolbox—it is jam-packed with good stuff. We’ve got great recruitment processes, a strategic plan, up-to-date bylaws/policies/terms of reference, a realistic budget, a wicked-good on-boarding program, reasonable term limits, a solid board evaluation program, etc.

Everything appears to be in order—we look great on paper. What is missing?



Finding the Courage to Speak Up

Here’s the thing. We are people, and people screw up, sometimes with the best intentions.

How we behave is a very personal thing. Personal things are often not safe at the board table (or in our workplaces and homes, for that matter). So, we create bylaws and policies to govern behaviour and expectations that apply to everyone in order to take the “personal” out of it.

Yet, these scenarios show that it still doesn’t feel safe to speak up when we need to. We just want someone else to deal with it. But they usually don’t, and board performance and satisfaction deteriorate.

How might you have been courageous in that first scenario? (Seriously, I want to know!)

Then how about this scenario?

Consider two policies: 1) Board meetings are closed; 2) The social media policy outlines appropriate behaviour for directors and staff.

During a board meeting, a director is caught live Tweeting (“Hey members, I’m in a board meeting and you should see what these jackasses are up to right now!”.

The governance advisor was courageous. She called him on it and brought it to the board’s attention. The Chair said nothing. The board did nothing. Not at that meeting, and not ever. The behaviour continued. Members got riled up and the board had to spend its time fighting fires, defending, making statements, dealing with reputation, etc. No time to work on their mission or anything in the strategic plan. Three years of turmoil (and counting).

So again, how might you muster the courage to speak up in that situation?


The Need for Your Outside Voice

For my upcoming session at 2018 CSAE Conference, Use Your Outside Voice: Acts of Courage at the Board Table, I have collected dozens of stories like this from my CSAE colleagues. In only a few were boards courageous and had a great outcome.

We can all stand to learn from the courageous boards out there. We’ve got ninety minutes to find a safe and respectful way to find the courage to speak up consistently, even when it’s awkward or when it might be someone else’s job. We’ll get uncomfortable together, but it will be worth it if we can make our boards, and our lives, better.




Boardroom, Linda Wood Edwards, CSAE Conference & Showcase


Guest Contributor, Governance / Leadership



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