We work with many different boards of directors in many different types of organizations. Our mission is always to improve board governance and effectiveness. One question keeps coming up: How do you hold dysfunctional board members accountable? When board members bad mouth staff, or disrupt meetings, or stray outside their lane into operational matters, what can be done? What is the role of the board chair? Or the chief executive officer? How do you build systems of accountability?
The purpose of this article is to share specific ways that boards can hold their members accountable. I’m going to describe five strategies which, in our experience, go a long way to building accountability and creating a high-performing board.
1. Develop a code of conduct
Let’s start with the code of conduct (also known as guidelines for board member behavior). The board needs to be clear about what behaviors are desired, and what behaviors are unacceptable. Typically this gets articulated in the form of a code of conduct, formally adopted by the board. Here is a good example:
| As a member of the Board, I will:
1. Consider myself a “trustee” of our organization and do my best to ensure that it achieves its goals, is financially secure, and operates in the best interests of its shareholder/members/constituents. 2. Conduct myself with civility and respect at all times with other board members, with staff, and with members of the public. 3. Be a positive representative of and ambassador for our organization. 4. Be respectful of all people regardless of race, color, ethnicity, gender, age, disability, religious beliefs, political preference, sexual orientation, gender identity, socio-economic status, citizenship, or national origin, among other personal characteristics. 5. Demonstrate loyalty to the interests of our organization. This supersedes any conflicting loyalty such as that to advocacy or interest groups and membership on other boards or staffs. 6. Keep well-informed of developments that are relevant to our organization and call to the attention of the board and/or chief executive any issues that I believe will have an adverse effect on our organization. 7. Recognize that the decision-making authority of the board is vested in the board as a whole, and not in individual board members. 8. Recognize that the board member’s job is to ensure that our organization is well managed, not to manage our organization. 9. Respect the authority delegated by the board to the chief executive. 10. Refer complaints to the proper person in the chain of command. 11. In my interactions with the public, press or other entities, recognize the inability of any board member to speak for the board or for other board members except to repeat explicitly stated board decisions. 12. At all times endeavor to express my individual opinions in a responsible manner, without causing harm to our organization or to other board members and staff. 13. Prepare for and participate actively in board meetings. 14. Declare any conflict of interests and recuse myself from voting on matters where I have a conflict of interest (see separate conflict-of-interest statement). 15. As required, maintain confidentiality with the proceedings of the board and the organization (see separate confidentiality statement). |
We have other examples of codes of conduct (I’d be happy to share them upon request). But the important thing is to have a code that board members formally acknowledge they will abide by when they join the board.
If your board doesn’t have a code of conduct, then by all means invest in creating one. Ideally board members and management should work collaboratively to identify the desired behaviors. Drawing on examples from other organizations will help make sure your code of conduct is sufficiently specific and rigorous to cover any incident that might occur.
2. Assess adherence to the code of conduct
The second strategy is to regularly (at minimum annually) survey board members and staff with regard to the board’s adherence to the code of conduct – and discuss the survey results at a board meeting. This accomplishes two goals – it continually refreshes people’s awareness about the code of conduct. And it enables the board to identify any “hot spots” where compliance is lacking.
3. Enforce the code of conduct
The third strategy has to do with enforcement and the role of the board chair. It should be an explicit expectation, written into policy, that the board chair is responsible for holding individual board members to account when they violate the code of conduct. The board chair is best positioned to do it – not the chief executive, who works for the board. Effective enforcement by the board chair assures the board is working harmoniously – and helps build an organizational culture that attracts and retains talented executives and staff.
Having said that, I recognize that many board chairs are not up to the task. They have relationships with their colleagues on the board that often extend beyond the organization – bonds of friendship, bonds of shared business interests. They may say: I didn’t sign up to police my colleagues. Unless it’s a pre-requisite of the board chair job, to be ready and willing to hold people to account, it’s very difficult to impose that responsibility retroactively. Which leads me to my next point.
4. Build your board chair pipeline
Invest in building your board chair pipeline. The board should identify what competencies they need in their board chair – and document those competencies as part of board policy. I submit that the competencies of a board chair are quite different from those of other board members. A regular board member may bring valuable connections, expertise, or industry knowledge. But the board chair needs “special skills.” They need the personality and communication skills to provide effective feedback to their colleagues, both positive and commendatory, as deserved, and constructive and critical when needed. They should have enough confidence to know that their success is not measured by whether they are universally loved, but by how well they – and all other board members – fulfill their board responsibilities.
We’ve developed these competencies for our clients. Once this idea of a leadership pipeline for board chairs is adopted, we’ve seen it have a profound impact on the quality of board leadership, on the board’s interactions and relationships with each other, and on the quality of trust between the board and chief executive.
5. Invest in board chair coaching
A fifth strategy, not required but a good idea, is to invest in coaching for the board chair. The role of chair can be a lonely one, particularly when dysfunctional behavior is occurring. An effective coach can help a board chair think through how to communicate in a timely and factual way when a board member violates the code of conduct. A coach can arm the board chair with a set of questions to help people take responsibility for their actions and behavior. (One example is to ask the straying board member if anything prevents them from adhering to the code’s requirements – a subtle but powerful way to get people to assume responsibility for their behavior.)
Conclusion
Bottom line, a well-structured and properly enforced code of conduct plays a significant role in preventing or addressing the unexpected challenges that organizations face from the dysfunctional behavior of board members. Make no mistake: a code of conduct will have its critics. Some will see the code as unnecessary (believing appropriate conduct is self-evident); others may feel the code goes too far or fails to be completely precise. Some will feel the code does not go far enough.
But don’t let such criticisms stand in your way. One should anticipate it and then go forward and enact a code of conduct – and commit to monitoring and enforcing it.
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