Try a FREE Board Survey and get a Benchmarked Report - Click Here

Governance Q&A

Home | Governance Q&As | Boardroom dynamics | What steps would you recommend taking to deal with poor board member behaviours?

Search our Governance Q&A directory

What steps would you recommend taking to deal with poor board member behaviours?

The best approach is to set clear expectations and proactively prevent poor behaviours from arising. Cultivating a constructive board culture, driven by a strong tone at the top and consistently reflected in behaviours, is crucial. Aligning these behaviours with the organisation’s values ensures that directors serve as role models for those values.

The next critical step is to address any poor behaviours promptly and effectively. If an issue is isolated, it can often be resolved through a private conversation between the Chair and the relevant director.

However, if preventive measures have not been implemented—which is unfortunately common—a more comprehensive intervention may be needed. Occasionally, a director may justify their poor behaviour under the guise of ensuring rigorous oversight of management. This can complicate matters and often requires a whole board discussion to set clear expectations for how directors should conduct themselves. Ideally, these expectations will align with the organisation’s values. In some cases, seeking external advice or assistance may also be beneficial.

Here is a detailed article for more information – 5 steps to get the most out of your company director effectiveness reviews.

More on this topic

The board evaluates its own performance through a structured process that typically includes self-assessments, peer evaluations and sometimes external evaluations. This process helps identify areas where the board is performing well and areas that need improvement. The evaluation may cover various aspects, such as the effectiveness of meetings, the quality of decision-making, the board’s composition and its relationship with management. The results of the evaluation are used to develop action plans to address any identified issues and to enhance the board’s overall effectiveness.

Board training and development are important because they ensure that directors have the knowledge and skills necessary to fulfil their governance responsibilities effectively. Ongoing training helps directors stay informed about governance best practices, industry trends and regulatory changes. It also enhances the board’s ability to make informed decisions and provide effective oversight. Development opportunities, such as workshops, seminars and peer exchanges, can also help build a more cohesive and effective board.

The board oversees risk management by ensuring that there is a robust risk management framework in place and that risks are identified, assessed and managed effectively. The board works with management to set risk tolerance levels, develop risk mitigation strategies and monitor the organisation’s risk exposure. The board also reviews and updates the risk management framework regularly to ensure that it remains effective and aligned with the organisation’s strategic objectives.

The board’s role in talent management involves overseeing the organisation’s strategy for attracting, developing and retaining top talent. The board works with management to ensure that the organisation has the right people in place to achieve its strategic goals and that there are effective processes for succession planning, leadership development and performance management. The board also monitors the organisation’s culture and ensures that it supports employee engagement and development.

Board evaluations are important because they provide an opportunity to assess the board’s performance, identify areas for improvement and enhance overall effectiveness. Regular evaluations help the board to reflect on its strengths and weaknesses, address any issues that may be hindering its performance and implement changes to improve governance practices. Board evaluations also promote accountability and ensure that the board is functioning in the best interest of the organisation.

In crisis management, the board’s role is to provide oversight, guidance and support to management during a crisis. The board ensures that there is a crisis management plan in place and that the organisation is prepared to respond effectively to potential crises. During a crisis, the board monitors the situation, reviews management’s response and makes strategic decisions to protect the organisation’s interests. The board also ensures that lessons learned from the crisis are used to improve future preparedness.

Board independence is significant because it ensures that the board can provide objective oversight and make decisions that are in the best interest of the organisation, free from conflicts of interest. Independent directors bring an unbiased perspective and are less likely to be influenced by management or other stakeholders. This enhances the board’s ability to hold management accountable and make decisions that prioritize the long-term success of the organisation.

Challenges of board governance include managing conflicts of interest, ensuring diversity and inclusion, balancing short-term and long-term objectives and maintaining effective oversight without micromanaging. Boards also face challenges in adapting to changing regulatory environments, technological advancements and evolving stakeholder expectations. Continuous education and self-assessment are key to overcoming these challenges and ensuring effective governance.

Got a board governance question you’d like answered for free?
Email us today.

"*" indicates required fields

Talk to a Governance Expert.  
Schedule a call