Bad Board Behavior - Anything But Church Polite #NonprofitBoards

The following column from Fortune's Modern Board provides some helpful thoughts about boardroom dynamics not typically exercised in the majority of "church polite" boards.  At least not overtly.  That's why this is so helpful - I would pose that more of this behavior is under the table, not around the table but the consequences are the same.  Please give some of your time to consider and feel free to send me your own thoughts.

 

Your boardroom meeting shouldn’t look like a scene from ‘Succession.’ Here’s how to avoid infighting and power struggles September 9, 2022

I recently received this intriguing question from a reader: “When I was a board member of a non-profit, I observed a lot of cattiness, infighting, and non-productive behavior,” wrote Jan Rasmussen, company name withheld. “Is this how all boards operate? And if so, why? What are [solutions for] non-productive behavior?” The query immediately brought to mind depictions of corporate boards in popular culture, particularly Succession, HBO’s dark comedy that looks poised to clean up at this year’s Emmy awards on Monday, Sept. 12. For those who aren’t avid TV viewers, the show is about a family-run conglomerate whose abusive patriarch and CEO, Logan Roy, is under pressure to step down, while his emotionally stunted adult children savagely compete with each other for his seat. Hollywood is rarely kind to boards, but Succession dials up the boardroom loyalty tests and sniping. Like Jan, I’ve wondered how often real-life board meetings reflect milder versions of the Roy family’s conflicts.  The answer? Sometimes, according to board experts, who say cattiness and aggression are certainly not a feature of all boards but are inevitable when powerful leaders are placed in heady roles and tasked with finding solutions to complex high-stakes issues. Minimizing unpleasant, time-wasting friction is of utmost importance, particularly as directors face new pressures to regularly refresh boards, bring in underrepresented voices, take on new environmental and social causes, and respond to demands from activist investors. Any one of these forces—not to mention the usual inflection points around CEO succession or financial and cybersecurity crises—could turn a boardroom into a pressure cooker. Laurie Yoler, a general partner at venture capital company Playground Global, has sat on the board of more than 25 companies. In that time, she’s witnessed board members who scream at each other or have an adversarial relationship with a company’s management team. She’s also been privy to “board theater,” when directors are either too afraid of or enamored with a CEO to ask tough questions. The best boards avoid both extremes, she says, and instead, create a trusting environment in which productive disagreements are welcome. That outcome, though, really comes down to the board chair, says Yoler, a self-proclaimed “governance junkie.”   Similarly, Maggie FitzPatrick, an independent board director and veteran corporate communications executive, says there’s a wide range of board personalities. But Succession’s take on boards with family members is not far off. “They’re complicated,” she says. “Power makes people do some interesting things in my experience.” She also believes that some boardroom drama can be a positive sign of change in boardroom culture, especially as companies begin “reframing power and privilege” across domains. Here are some tips from Yoler and FitzPatrick on how to create boardroom conditions that will inspire collaboration and trust, while minimizing interpersonal conflicts. – Build a strong foundation. Bring together a diverse group that’s professionally trained, ethically minded, and operates with independence, says FitzPatrick, who is a proponent of certification and training courses. Board recruitment “should be like preparing for a marathon,” she says. “There are things that you have to do to condition yourself to be effective in the boardroom, and you have to have some requisite skills.” Without them, “you run the risk of having people in positions of power who are not well equipped to be there.” And from that flows dysfunction. – Don’t wait until the annual review meeting. Board chairs must immediately correct board members “who have gone rogue.” Following an incident, the chair should contact badly behaved members to discuss their conduct, then hold a series of meetings outside of regular board gatherings to sort out misunderstandings between directors. – Make sure the board’s role is clear. A certain amount of rigor around the board’s goals “should be brought to bear for each board meeting,” says FitzPatrick. Otherwise, strange dynamics and passive aggressive behavior “can creep into the boardroom.” – Ask newcomers to call out ineffective processes. CEOs and chairs must make it clear that new ideas are welcome, says Yoler. “If the members of the board have been together for 20 years and then you bring in a newbie or multiple newbies, it’s probably going to be weird because the old guard may feel a lack of comfort with the new ideas coming in—or they may embrace it.” It’s up to the chair to manage that. – Get back to in-person meetings. One of the perks of face-to-face interactions is the ability to read the room during frank discussions. Since it’s easy for outspoken members to dominate video calls, the chair should ask all directors for their thoughts at the end of each virtual meeting to make sure all voices are heard. – Discuss the board’s culture explicitly. It takes boards time to figure out how to work together through crises and to understand its collaboration style, says Yoler. “The question is, have you built trusting relationships around the table between board members and between management so that you can handle any problem together? And, if so, how?” Finally, when board members refuse to behave in a manner that’s conducive to respectful, focused discussions and healthy debates, ask that they step down. However, allow the resigning director to do so with dignity and thank them for their service, Yoler says. While there’s a place for clever insults and explosive break-ups in TV scripts, the same can’t be said for corporate America. Lila MacLellan lila.maclellan@fortune.com @lilamaclellan