Dear Leah,
I’m Chief Executive and I’m at my wit’s end with our board dynamics.
We have nine directors, and three of them are actively making governance impossible.
One is a legacy appointment who hasn’t contributed meaningfully in years but has significant shareholding and refuses to step down.
Another is brilliant but treats every board meeting like a consulting engagement, diving into operational details that aren’t board-level issues.
The third is a family friend of our founder who asks basic questions that suggest they haven’t read the papers and constantly derails strategic discussions.
The remaining six directors are excellent, but we’re spending more time managing difficult personalities than governing the business.
Our Chair acknowledges the issues privately but won’t address them directly. I’ve had two board meetings where we didn’t even get through half the agenda because of these disruptions.
Our institutional investors are starting to ask questions about board effectiveness, and I’m genuinely worried about our governance rating.I can’t exactly fire board members, but something has to change.
Who do you think I should focus on moving first, and how do I approach this without creating an even bigger mess?
- The CEO vs. The Board
Dear CEO in Despair,
Board dysfunction is like a cancer - it spreads quietly until it becomes terminal. You're right to be worried about your governance rating because institutional investors can smell dysfunction from miles away.
DIAGNOSIS:
Your board has become a therapy session for people working through their own issues instead of governing your business. The legacy director is coasting, the consultant has forgotten they're not being paid by the hour, and the family friend is frankly embarrassing everyone.
THE ROOT OF THE PROBLEM:
Your chair is conflict-averse and your board lacks basic performance management. Nobody wants to have the awkward conversation, so you're all pretending that wasting two hours every quarter is somehow acceptable.
THE PATH TO RESOLVING IT:
Start with the easiest win - the family friend needs to go first because they're adding no value and maximum disruption. Have your Chair arrange a private conversation about "stepping aside for fresh perspectives."
Then tackle the consultant by giving them specific parameters about board-level versus operational issues. Finally, work with the legacy director to define a transition timeline that respects their shareholding whilst acknowledging their reduced engagement.
The best boards are ruthless about their own performance - yours needs to start acting like one.
YOUR ROLE GOING FORWARD:
Work with your Chair to establish board effectiveness metrics and annual reviews
Create proper agendas with time allocations that don't reward grandstanding
Consider bringing in a governance specialist to facilitate board development
Remember: a smaller, effective board beats a larger, dysfunctional one every time
Sometimes the most diplomatic thing you can do is insist that adults start acting like adults (which may mean you need an independent mediator)!
