Numerous professional development resources dispense advice with the presumption that directors will approach objectives with a shared attitude and intent, that the board will reach a consensual decision and speak with a collective voice.
The reality is that often this is far from the case. Resolution can be difficult and that collective voice may be impossible to achieve.
While healthy dissent can be a sign of an effective board, differences – habitually ill-managed – are obvious drivers that can lead to substantive leadership and organisational damage.
Many boards will successfully overcome dissent in the boardroom. These boards are the ones who have done their ‘homework’ and prepared in advance to address problematic issues. For other boards, lack of leadership preparation can see constructive organisational culture fall by the wayside, contributing further to the sense of corporate crisis.
As directors, how do we maintain that crucial capacity to find our collective voice, that key element of a necessary leadership culture?
Measures fall into two categories: the pre-emptive tools and the mid-crisis actions.
Pre-emptive tools will have a long-term impact. The board having undertaken these steps is more likely to avoid knee-jerk reactions or experience uncontrolled division and friction. These tools contribute to long-term clarity and provide process for a leadership group to fall back on in times of disagreement and discord.
1. Policy. Policy. Policy.
Nothing is as crucial as having policy – developed against organisational values and previously ratified by the board themselves – to guide decision-making when conflict flares. Arguments of bias or prejudice should not arise using the established policy process as a guide to the correct implementation of procedures. Policy becomes the defining, uniform and pre-existing reference for all.
Governance policy should be a regular item on the agenda with several policies coming to the board on a monthly or bi-monthly cycle for review. This increases the likelihood of director engagement. The alternative, delivering the entire policy manual to the board for review, perhaps on a two-year cycle as is common, is not conducive to robust policy. In all likelihood, most directors will fail to be familiar with the material.
2. Code of conduct
Develop a code of conduct to inform the constant practice of appropriate behaviour in board interactions. With courteous practices as your standard, at times of conflict or dissent, directors will have both the custom and norm of interacting with civility to overcome prospective heat in the room.
A code should reference the importance of respectful dialogue, work practices and behaviours, listening with consideration to alternate opinions and the importance of not acting in a fashion that might bring the organisation into disrepute, whether as an individual or part of the governance group. All directors, and most certainly the Chair, should not be shy to point out unsuitable behavior or acknowledge and celebrate positive actions, especially when demonstrated by the board as a whole.
3. Dynamics at the board
Dynamics at the board are best supported by the development of professional, social relationships, so encourage circumstances for directors to engage socially. These occasions provide opportunities for directors to avoid being ‘strangers’, to schedule their own outside meetings and work through any difficulties they may anticipate or come across within the boardroom. For example, offer a light meal in the 30 minutes before the board meeting begins, or include one or two formal events to thank directors for their contributions through the year.
4. Performance reviews
Boards who fail to self-assess and regularly review are missing opportunities for accountability to themselves and their stakeholders. The performance review is an excellent tool to gain knowledge and input for professional development, both as individuals and as a board.
When undertaking a performance review, think twice before determining that the use of internal resources make a more cost-effective choice. Consider the possibility that this may impede objectivity, honesty, comfort or confidentiality from parties involved and the risk of impact on the review outcome. Focus widely, as social dynamics, professional, inter-personal relationships, both between directors and directors and the CEO are as important as areas like finance, risk, operations and compliance. Ensure you consider your leadership culture. This is the opportunity to receive objective feedback about the dynamics of how you function as a leadership group and if necessary, prepare yourselves for how you might engage together in times of conflict or crisis.
Mid-crisis actions are resources to utilise when a conflict in the boardroom is proving beyond the control of directors to independently overcome. These will assist in finding your way back to a collective voice.
1. Commit to action
If your board can agree on one matter only: commit to the need to act. Conflict or crisis won’t go away, be ignored or contained by lodging one’s head in the sand. Infection left unaddressed will spread.
2. Find an external consultant or mediator
Source an external professional to assist in working through issues. Avoid anyone who has a connection to any individual on the board, even if it is more cost-effective. It’s imperative that all parties feel assured they have a trusted and objective individual with whom to work.
How often does your board discuss your organisation values? Values form the basis of the choices, behaviours and processes you follow as a leadership group. If this is not a conversation that happens regularly, bring in a facilitator to help start one and help your board return to their values and very likely, their collective voice.
While there is no guarantee of a universal point of view in the boardroom (in fact, diversity of thought and input is to be valued), a breakdown of capacity to find unison in decision-making among leadership will commonly lead to lack of control and damage to the organisation.
Think about the long-term. Utilise the many resources available, both with foresight and insight and work back to your collective voice.