Problematic behaviours from some board members are affecting our culture. How can we address this?
The fundamental function of a board is to explore the various views expressed by those in the room to drive the best decision for the organisation and its beneficiaries. There is an expectation for board members to be respectful of the diversity each brings to the table. Lack of empathy and tolerance can cause friction within the group, deterioration in their dynamic, and generate a larger cultural issue, impacting outcomes. While members may be uncertain or disagree with the viewpoints of others, these are not reasons to lower the high bar of behavioural conduct.
Good behaviour should be non-negotiable. However, some can unleash aggressive, destructive behaviours, which can shut down the whole board. On the flip side, some board members display a passive approach to keep the peace. This is not constructive either, as it can reduce the expression of views and minimise deliberations, thus limiting healthy discussion and decision-making.
It may not just be the board members in the room, but others in the meeting — executives, staff or external guests — who experience the discontent. If the behaviour is not managed well, its cascading effects can significantly impact overall culture and value. Whether outwardly aggressive or quietly passive, both behaviours diminish the impact of the board within its own organisation and the broader community. Limited board discussions caused by fewer viewpoints being expressed can lead to ill-informed decisions contrary to the best interests of all stakeholders.
Addressing bad behaviour
Where problematic behaviours and beliefs begin to affect culture, some specific and more general actions can be taken. While the chair or CEO might be capable of undertaking the following steps, an independent external facilitator could present the best option for swift, positive progress while limiting bias. Some steps might involve working individually with board members, while others will require the board’s collective participation.
1. Understand the overall problem
This starts with acknowledging there is a problem. Once that is recognised, engage an independent external consultant to assist with the investigation. When the current state of particular board behaviours and beliefs has been identified, outline how they impact culture and organisational outcomes, and ascertain where the various beliefs come from. By understanding the behavioural triggers, it becomes easier to articulate the issues and deficiencies without bias.
2. Work through a solution to the problem
Confirm the organisation’s values and board member alignment, and outline the desired future state of behaviours and outcomes. Acknowledge misalignment and improvement opportunities, and determine options to address behavioural and belief issues. By confirming behavioural expectations and consequences, the board can compile realistic ways forward with clear roles and responsibilities. Depending on behaviours and beliefs, consider training needs for the group or individuals. Back this up with regular performance review processes. Once there is collective endorsement for an agreed way forward, update the board charter with expectations of conduct.
3. Effectively execute the agreed solution
Embed the overall solution to address the problem and monitor progress across different areas with periodic performance reviews. Ensure there is alignment with the updated board charter and annually review the charter and the process of dealing with disruptive behaviours. For accountability and transparency, share revised conduct expectations with executives, management and staff. Engaging an independent external consultant can help with implementation success.
Addressing problematic board behaviours and beliefs is crucial to ensure a positive organisational culture. Taking these steps should allow more respectful, mature behaviour to prevail.
This article first appeared under the headline “Problematic behaviours from some board members are affecting our culture, How can we address this?” in the March 2025 issue of Company Director magazine.
Stacey Daniel GAICD is an experienced non-executive director, founder of Board Presence and author of Fly to the Boardroom.
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