When boards go wrong: how to avoid a boardroom malfunction

Mar 11th '19

An interesting article this week explores ‘board malfunctions’ and the problems that arise from dysfunctional boardrooms.


We take a look at the things that can go wrong for boards – and the steps you can take to keep things under control.


How do boards malfunction? Examining common problems

The article on the Ethical Boardroom website this week identified challenges that can face even the best-intentioned boards.


Written by Jean Pousson, a senior consultant with the Institute of Directors, it cites recent problems at big firms – BHS, Carillion and Patisserie Valerie, to name a few – as evidence that everything doesn’t always work smoothly in the UK’s boardrooms.


While every circumstance is different, some issues, the author believes, crop up time and again. What are the things boards get wrong?


  • Size

Some boards, the article says, are ‘simply too big’ – something that isn’t necessary, as many very large organisations operate successfully with a board of only seven or eight directors.


And board size should not be based on the size of the organisation, but on the complexity of the business and the skills needed to run it. Put too many people in a room and discussions will digress, with decisions hurried, or worse still, not made at all.


  • Meeting set-up

When and where do you hold your meetings? Why in this place and at this time? Is it a conscious decision, based on evidence that it’s the best place, day and time to meet, or is it force of habit?


Are your directors briefed effectively for meetings? Do you make sure your directors get their papers in good time, to enable them to plan effectively for meetings?


  • Decision making

The article author says that ‘Incredible as it may sound, I have observed board meetings where decisions are not made even after lengthy discussions!’ It’s vital to focus meetings so that key decisions are made. Sometimes, social conventions can undermine good decision-making.


  • Mix and composition

Diversity on the board is essential, and should cover background and experience as well as gender, ethnicity and age. Read more about what is being done to improve the gender balance on boards.


  • Dynamics

This is an interesting one. Because your board members may come together infrequently, it’s important to help a strong ‘team spirit’ build within the group. This may mean organising a dinner the night before each board meeting, so that the ‘ice has been broken’ before directors and non-execs come together for the meeting.


  • Personal agendas

Another interesting point. The – sometimes conflicting – personal agendas of the various board members can run counter to the need for company-focused decision making. A strong chair can be vital here in ensuring that decisions are made for the right reasons and stop youfalling prey to the personal traps that can hinder good decision-makingand prevent you maximising board effectiveness.


  • Inductions

Many new directors still report not being given sufficient training or an induction before they join. They are learning ‘on the job’; something that will delay their ability to be a full participant in informed board decisions.


  • Training/continuing professional development (CPD)

Directors need to keep up training, both on the technical aspects of their role (eg, understanding the organisation’s area of business and new developments) and on the requirements of their role as a director.


  • Responsibilities

Linked to this, a move towards increasing personal and corporate accountability makes it more important than ever that directors understand their role and their responsibilities around regulatory compliance and good governance.


  • The CEO

Occasionally, the article says, the CEO can take on a near-celebrity status that both inhibits their ability to make considered decisions, and prevents the rest of the board from challenging them. Reminding themselves of how they should be spending their time in order to drive the best corporate decisions can help to bring a wayward CEO back on track.


  • The chair

The way a meeting is chaired has a huge impact on its effectiveness. The chair needs to deal with the diverse viewpoints and personal agendas we’ve mentioned, and be able to herd very senior people into making the right decisions for the organisation.


  • Non-executive directors (NEDs)

Legally, the article points out, NEDs have the same statutory responsibilities as their fellow board members. Too often, though, this is not fully recognised and their experience and skills not fully utilised.


Your non-execs might bring knowledge on a specific issue, like compliance. If you can ensure your NEDs focus on success strategies as well as risk mitigation, they can play an invaluable role.


  • Humility and delegation

Board members cannot be experts on all things. Yet over-confidence – hubris – can be a problem (the BBC cites it as one of the Deadly Sins of Business). Directors need to recognise where they need outside help, and delegate to outside experts where appropriate.


  • Strategy

While the board is responsible for setting strategy, the author believes that ‘all too often, it simply does not have the nous to take the organisation forward’.


Too often, discussions focus on the tactical rather than the strategic. Decisions are not made for the right reasons, and current successes can mask poor decisions that will impact the organisation’s future. The chair is crucial again here in guiding debate and ensuring the correct focus.


  • Risk

Risk management can become formulaic. Yet the nature of risk is always evolving – cyber risk, for instance, is growing and has numerous potential manifestations. Boards need to look to the future, identifying and developing strategies to tackle future risks, not just those they face today.


  • Feedback

The article cites a growing – and positive – trend for boards to ‘take a few minutes to reflect at the end of the meeting to consider how it went: what worked well and, perhaps, what worked less well’.


This can be invaluable in improving behaviour, agendas and performance, and in making sure that your members are getting the information they need to prepare for meetings.


Boards are comprised of human beings – each with their own agendas, backgrounds and views. While successful directors tend to share some common attributes, it can be a challenge to get them thinking and working together for the good of the organisation.


Even the best boards can go off-course, as the challenges pointed out in the article show. The key is in steering them back on track.


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