Sitting on the board, whether in a corporation, partnership, family business or charitable organization, often becomes a source of constant frustration. Board members will readily confide — off-the-record of course— that trust among board members is too tenuous for anyone to be able to raise the real issues in a productive manner and consequently little gets accomplished.  Board members also report they have given hope that things will ever change because no one seems to know how to change the culture of the board itself.

Behind the frustration and discouragement, exists a genuine concern that real dangers loom if critical business matters of strategy, governance, technology, among others, are not addressed. I would go so far as to suggest here that when organizations run into serious difficulties or fail to capitalize on opportunities, one can probably find that the seeds of trouble were sown 3 to 5 years prior in the mediocre functioning of the board.

Unfortunately the likelihood is high that a board without a culture of trust will become somewhat dysfunctional. Without trust, dysfunction is baked in the very nature of what a board is. Boards are different from other groups of people in several critical ways which become problematic when ignored.

The illusion and reality of a flat structure

Board members are generally peers; they have joined the board because they bring expertise, reputation, funding. In some instances such as partnerships and privately held businesses, board members are there de facto because they represent an economic stake. Whatever the configuration, the assumption is that board members are independent thinkers that will act in the best interest of the organization. It may well be the case. Yet it is unrealistic to ignore the extent to which personal rapport and tense interactions can impair independence of thinking. No surprise then that family loyalty, economic self-interest, hierarchical authority, or plain intimidation, just to name a few factors that can prevent any group from holding authentic conversations, are also at play in the boardroom.

In a moment I will address how such interpersonal factors combine to create three particular dysfunctions of boards, but first, let’s continue to explore the inborn challenges to good board functioning.

The illusion of providing guidance

Another major unchecked assumption is that people who get together for only a few hours a year can provide proper guidance for an organization.

The “so little time, so much to do” syndrome requires board meetings to become highly structured; agendas are circulated in advance to ensure that no surprise occurs during the meeting. At the end of the meeting when all agenda items have been covered, and when everyone is getting ready to wrap up, the chair may open the discussion for new business. Silence usually ensues. Without creating the appropriate context beforehand and with little time available, the question “any new item?” is understood to be rhetorical.

In order for boards to be in a position to offer true guidance, they need more time for open thinking and idea sharing. Otherwise board meetings continue to only scratch the surface of what is in the future for the organization in terms of risks and opportunities.

The illusion of upholding accountability

Management is accountable to the board, but to whom is the board accountable? In the most basic terms, who evaluates how much was achieved and the quality of the work conducted during a board meeting? By what standards should the board performance be gauged? A troublesome characteristic of boards is that accountability for the board’s own performance is hard, if not impossible, to pin down. The accountability to shareholders is very tenuous; proxy fights rarely occur. In the case of nonprofits, trustees are often not directly accountable to anyone. In the case of a family business, the landscape of family relationships greatly overshadows most aspects of accountability. In partnerships, even when direct ownership accountability is well represented in the board room, it is, more often than not, neutralized by partners being at loggerheads.

More than any other organized group, a board must generate its own accountability. To do so, board members must have the very conversations that are rarely held in board rooms: conversations about expectations for board members, duties of the board and how board members will hold themselves jointly accountable.

Little attention is given to boards as living systems. New board members join without a complete discussion about the expectations involved. Some new members may never have been on a board before; others may have a unique and desirable expertise but no background in other critical areas on which they in theory will have to express an opinion. Boards rarely give themselves sufficient time to review in depth the main areas of their responsibilities, or an opportunity to learn from each other. Few boards have open conversations about how to be better prepared to guide the future of their organization.

Missing conversations

Missing conversations can always be traced back to the dynamics of group interaction. We like to believe that boards are imbued with a certain wisdom and gravitas; yet the fact is the human interactions within boards are governed by the same principles that govern any other group. Healthy conversations require the right conditions for trust to develop, including:

• Sufficient information and understanding to ask the right question.
• A safe conversation space, where privacy is protected and people will not be intimidated, ridiculed, or insulted.
• Enough time for people to thoroughly explore systemic issues without jumping to conclusions.

Dysfunctional Boards

If the necessary conditions for healthy conversations are not pro-actively encouraged, behaviors usually devolve into one of these three patterns:

• The ego-driven board —people make monologues expressing their own point of view sometimes quite forcefully. In such situations, listening is minimal, learning from diverse perspectives and productive synthesis are stunted. The overall good of the organization takes second place to individuals wanting to prove right. When conflicts arise, they are likely to go on without resolution, and are therefore avoided. As a result, the issues at stake are also bypassed. Agreement is reached only by dealing with minor topics. The executive cannot get strong support for a clear path and must spend a lot of time managing board members one on one to negotiate personal support for his or her actions.
• The polite surrender board — the main operating mode is to “avoid rocking the boat”. In the name of harmony members work hard to circumvent difficult questions, particularly anything that may embarrass someone. The approach is mainly about rubber-stamping the initiatives of management. This type of board is ineffective to the point of being outright dangerous. With near complete surrender to the executive team, tunnel-vision and governance issues are lurking in the wings.
• The micro-managing board — this is the meddling board which second-guesses nearly all of management’s actions. It places excessive demands on management’s time by requiring ever more reports and new studies. This is a distrusting board that does not support but instead competes with management. Even though this board is involved, it is usually not providing the vision and guidance for management to act on. It “knows” one thing: it does not like what management is doing. This stalemate continues as the board avoids taking decisive action, and management is left virtually paralyzed.

The perpetuation of dysfunction

Once ingrained, patterns are difficult to change. As all groups do, boards develop their own cultures that tend to perpetuate themselves even when new individuals come on board. New comers get socialized into the culture more often than they can introduce new ways of thinking. Many board members feel helpless about how to change how their board meetings unfold. Even though some may have the authority to change things, at least on paper, they do not have a base of support from which to create new accountability standards to change board behaviors.

The hurdles to making change happen

A stuck social system may be capable of probing into malaise, but is rarely able to find within itself the resources to change. A dysfunctional board requires outside intervention.

Leaders with the best intentions can get trapped into believing it is up to them to make change happen, but in fact their role is instead to find the right resources to move the ball down the field. For example, the chair who wants to introduce change, needs to be free to participate fully in the discussion without trying to manage the process. Well-meaning leaders, attempting to remain impartial will find it difficult to hold the most important tenet of the conversation, i.e. that things need to change. It is also critical that conversations take place within a framework aimed at rekindling a genuine personal sense of engagement and accountability, and an overall sense of shared purpose.

Trust building

Rebuilding trust takes some care. Such conversations cannot be rushed; everyone must be able to fully appreciate the dire consequences of continuing on the same tack and the rich potential of creating something new.

There is no better way to initiate change than fostering in-depth discussions. This is a time when calling for a several-day retreat is essential. My recommendation is to allow plenty of time for conversations to evolve without being forced through a highly structured agenda, and yet having a clearly stated goal at the beginning — productive topics can range from holding a strategic review of the business to preparing the board better to meet to the organization’s challenges.

When we propose this approach, some clients come up with a long list of excuses that are fundamentally rooted in the very issues that make the board less than effective, such as lack of commitment, fear of open conversations, fear of being overruled, fear of sensitive topics: competence, compensation, succession.

Launching the “missing” conversations needed to rebuild trust is a defining moment for the leader who wants to be the agent of change on the board. The real question to ask the board is: How much longer can your organization afford to have an ineffective board?