What Directors Get Wrong

Last week Ralph Ward interviewed me about how new directors should get ready for board meetings. Ralph is a writer, speaker, and publisher of the online email newsletter Boardroom INSIDER, a source for practical, first-hand advice on better boards and directors.

Since the topic was how to prepare for board meetings, I was more than ready to participate! I never turn down an opportunity to talk about our PREP Framework, a repeatable, reliable process for preparing for board meetings. (Click here to read more about the PREP Framework.)

Just as the interview was drawing to an end, Ralph asked me, “In your experience, what do new directors get wrong?”

His question got me thinking: What do directors in general – not just new directors – get wrong? (And then, of course, what can they do about it?)

Which leads to the topic of today’s blog post – my personal list of the top ten things directors get wrong. (Thanks for the inspiration, Ralph!)

And just to be clear, this top ten list is based mostly on my own observations and pet peeves – not on expert analysis or extensive research. I did make use of two other sources, though.

• The first source was a director survey we conducted when we were just beginning to establish DirectorPrep and considering launching The Savvy Director blog.
• The second source consists of responses I’ve received from board directors when I asked them (as part of a board evaluation exercise), “If you could say one thing anonymously to your fellow directors on this board, what would it be?”

One more thing. We’ve written about many of these behaviors in the past, so I’ve included links to the relevant blog posts. For new subscribers to the blog, I hope these give you a taste of the wide variety of topics addressed by The Savvy Director blog.

The Top Ten Things Directors Get Wrong

Inspired by David Letterman’s famous Late Show Top Ten List, here is my list of the top ten things directors get wrong, in reverse countdown order. (Sorry, there’s no drumroll.)

Number Ten. Taking the board down a rabbit hole.

The board’s time is valuable – and limited. When a director goes off on a tangent – or, worse, goes on a rant – it’s a misuse of that valuable time. The rest of the board will often politely bide their time and wait, hopefully, for the board chair to bring the discussion back to the original topic. This frustrating behavior is a frequent response to the question, “If you could say one thing anonymously to your fellow directors, what would it be?”

Read our blog post You’ve Got to Get the Big Things Right for comments on how the board should be spending its time.

Number Nine. Getting stuck in the past.

Most people agree that boards should spend more time focusing on the future, yet some directors can’t leave the past behind. I find this is particularly true of long-serving directors who know the organization’s history intimately. When you combine this behavior with a resistance to change, it can really stifle innovation. And refusing to acknowledge the changing dynamics of an organization’s operating environment can be downright dangerous.

Read our blog posts Skate to Where the Puck is Going to Be and “What about our customers?” for thoughts about future focus and readiness for change.

Number Eight. Talking with no purpose.

Some directors feel the need to speak on every topic. Or they can’t resist commenting on what a previous speaker said, even if their comment adds little or no value. I’ve noticed that when directors stay quiet and think twice before speaking, their contributions – when they do make them - become all the more valuable and impactful.

Read our blog post W.A.I.T. “Why Am I Talking?” for more on this topic.

Number Seven. Staying rigidly inside their own lane.

Board directors come with a variety of business experiences, professional backgrounds, and educational specialties. They are often recruited to the board precisely because of those skills and attributes. But once on the board, if they contribute only within that narrow field of expertise, that’s a problem. They need to venture outside of their own comfort zones and weigh in on the many different issues that come before the board. As we all know, sometimes the best questions do not come from the experts!

Our blog post “Which Board Committee is Right for Me?” suggests that you consider joining a committee that is the counter-intuitive choice.

Number Six. Keeping a closed mind.

When it comes to making a decision, some directors arrive at the board meeting with their minds already made up. They look forward to the discussion as an opportunity to convince other board members of the correctness of their views. They have their arguments marshalled and their probing questions lined up. But they fail to really listen to others, and without listening, there is no possibility of changing their minds.

For more on this topic, read our blog post Listening Skills for Influence in the Boardroom.

Number Five. Being blissfully unaware of their own biases.

All board directors – including you and me – have their own cognitive biases and make subconscious assumptions. There’s no getting around it. It’s just human nature. Self-awareness is the key to mitigating the harmful effects of these biases. If a director refuses to acknowledge that they might be biased about some issue, then they have no chance of taking corrective action. And that has a direct impact on the quality of board decision-making.

Read our blog posts Biases ‘R’ Us and Don’t Believe Everything You Think for more on this topic.

Number Four. Failing to declare a conflict of interest.

Many directors are unsure about when to declare a conflict of interest. Or they may tell themselves that their conflict of interest isn’t real, even though it might be perceived by others to be a conflict. They may keep quiet about a potential conflict because they fear it could reflect poorly on them. In reality, the best thing they can do is to err on the side of caution and declare anything they feel could possibly get in the way of their ability to have an independent view.

For more about conflict of interest, read our blog posts “Oh no! I have a conflict of interest.” and Follow the Money – Conflict of Interest Part 2.

Number Three. Treading on management’s toes.

First time directors – and occasionally more seasoned ones, too – are sometimes not clear about their role. They fail to understand that their job is not to focus on operational details or day-to-day management, but instead on overseeing, questioning, advising, and taking a long-term view. I notice this problem particularly with directors who are entrepreneurs or who are coming straight from a CEO position. (I call this, not entirely facetiously, CEO Syndrome.)

For more on this topic, read our blog post “Are We in the Kitchen Again?”

Number Two. Being unprepared.

I guess it’s not surprising that the co-founder of a company called DirectorPrep™ – dedicated to helping directors prepare for board meetings – would include a lack of preparation among the top ten things directors get wrong. When directors are not prepared, the board has to spend its valuable time reviewing background information and reports that were available before the meeting, instead of focusing on moving forward with strategic issues. Even one unprepared board member can take a discussion off the rails with unnecessary questions for which the answers were in the pre-reading material.

For more about meeting PREP, read our blog posts PREP for Success and Holistic Board PREP.

Number One. Putting their own needs ahead of the organization’s.

Directors serve on boards for a variety of reasons – they like the challenge, they appreciate the social interaction, they enjoy the prestige, or they want to contribute to a mission they’re passionate about. That’s just fine. But above all, every director – regardless of the reason they joined the board - has a fiduciary duty to that organization. Period. In plain language, directors have a duty to put the interests of the organization ahead of their own. So, when I see a director whose words and actions prioritize their own needs instead of the organization’s, that’s just unacceptable.

Read our posts You’re Braver Than You Think and Grateful to Serve for more thoughts about governance courage and commitment to mission.

Avoiding the Dreaded Top Ten

Self-awareness is key to making sure you’re not inadvertently guilty of committing one of these director mistakes. As I was writing this post, I thought about my own behavior and found a few where I could improve.

Consider asking for feedback from the board chair or a fellow board member whom you trust. If that’s not comfortable for you, you could conduct a self-evaluation. Our blog “How do you like me so far?” includes a useful tool for that purpose.

And if you observe these behaviors in other directors? That can be tricky. Calling out the behavior in a board meeting is one way, but there can be serious fallout as a result. Instead, you could start with a conversation with the board chair. Certainly, you should encourage your board to conduct a board evaluation and peer evaluations if they aren’t already doing so.

Ultimately, if directors don’t correct their behavior, most boards seem to wait for term limits and director turnover to take care of the problem. Unfortunately, that’s just the reality of board service.

Your takeaways:

• It’s much easier to spot what other directors are getting wrong than to identify our own mistakes.
• Consider conducting a self-evaluation to identify areas for improvement.
• (Note: Shameless self-promotion ahead.) Read The Savvy Director blog faithfully for thoughtful content about governance issues and directors’ challenges.

Resources:

• A Field Guide to Bad Directors. National Association of Corporate Directors. NACD Directorship.
• The Five Most Common Mistakes of Board Directors. Adam Bryant. Forbes.
• Good vs. Bad Board Members. Jonathan Lowenhar. Enjoy the Work.
• Top Ten Signs of a Dysfunctional Board of Directors. Stacy Zeiger. Small Business.

Leave a comment below to get in on the conversation.

Thank you.

Scott

Scott Baldwin is a certified corporate director (ICD.D) and co-founder of DirectorPrep.com – an online hub with hundreds of guideline questions and resources to help prepare for your next board meeting.

Share Your Insight: What’s your pet peeve when it comes to directors getting things wrong?