Dear Dynamic Boards,
The challenge we are currently facing is that we have a Chair who is very Executive, combined with a CEO who is not fond of oversight. To complicate matters, it appears that many of the board decisions are prepared or “negotiated” behind the scene, and when the topics are presented to the board, the Chair frequently launches the discussion by stating his strong opinion in a lengthy manner which gives an impression that he wants to influence the outcome. In addition, the board meetings have been reduced from 6 to 4 hours and the Chair insists on quick decisions, meaning there have been numerous occasions where important matters are cut short and decisions feel rushed where there is not true consensus because there is little time for input or challenge by other NEDs. I have raised these concerns in our board effectiveness exercises, but it does not seem to change.
Anonymous Non-Executive Director
Dear Anonymous Non-Executive Director,
Thanks for sharing your dilemma.
We’ve invited three board members with experience in non-executive and executive capacities to comment on how they would deal with your situation: Monica Chadha, Manju Malhotra and Charlotte Valeur (bios below).
Here’s our discussion of how you could tackle this challenge:
Here’s some practical ideas from our panellists:
- You mention that you’ve had a board review, we were curious whether this was an external or internal review? Perhaps an external board review may help as the outsider doing the review will allow space for board members to individually and anonymously speak out about what they are experiencing. They should come up with some potential solutions to deal with the situation; whether that is by mediation or other means. The report issued to the board will be part of the legal documentation of the company so it formally acknowledges the problem you are facing.
- The cup of tea approach. Have a conversation with the Chair outside of the boardroom. Between two people there are four agendas: the personal and the professional. Your job is to work out what is going on for them personally and professionally. Try to grasp whether the Chair and CEO are aware of the issues, and whether they are willing to change.
- Talk to the other board members, whether the Senior Independent Director, Vice Chair, or the other NEDs. See if you are a lone voice or if others share your view. It’s likely at least one other may share your view.
- During the board meeting share that you don’t think the meeting has allowed sufficient time for discussion. Perhaps say “if there isn’t time available today perhaps we should roll this over to the next meeting or arrange a time to discuss it separately”. Present your view and introduce the necessary constructive tension. It’s important as a NED to feel comfortable raise your head about the parapet and be unpopular. Make sure concerns you have are noted in the minutes. Often newer board members might find it difficult to speak up. But some experienced board members can be quite passive and just go with the flow.
- The nuclear situation. Know you have full and legal responsibility no matter what happens. If you are constantly in the minority with opinions that are important to you discharging your fiduciary duties then you might need to consider leaving the board. If you stay you are standing behind everything that goes on. When you leave then do so with a succinct resignation letter in which you can lay out the issues you have experienced. If it is a regulated business you have a duty to notify the regulator why you are leaving.
- Get support. You don’t want to build a network to support you at a time when you most need one. It’s important to build a NED network. Talk to other NEDs. (Dynamic Boards are looking to launch a NED community soon to facilitate this! If this is something of interest to you sign up here).
- For those who are reading this while considering joining a new board, this challenge highlights why it is important to do Due Diligence on a board you are considering joining. Don’t be so excited about getting your first board role that you don’t do your diligence! You will of course need to establish whether an organisation is financially sound organisation, but also try to get an insight on the cultural working style of the board.
“You might think you can put in the minutes ‘I didn’t agree with that’. But it doesn’t work like that. You are there, with collective responsibility, you stand behind anything that the board agrees.”
“In a situation where things unravel it isn’t a defence for you to say the chair is over influencing.”
“On a board you aren’t a team, you are teaming. You are independent. In order to discharge your responsibilities you sometimes need to be able to raise your head above the parapet and be unpopular.”
I hope that hearing these three experienced board members speak about how they would approach this challenge has given you the confidence to take action.
CEO of Dynamic Boards
Can Dynamic Boards help you?
- Do you have a challenge you’d like to hear some experienced NEDs discuss? We know being a Non-Executive Director can be lonely. Especially if you don’t feel heard by the rest of the board, like this NED didn’t. Write in anonymously with your “Dear Dynamic Boards” challenge here.
- Are you recruiting a Non-Executive Director? Get in touch with us and we can reach out on your behalf to candidates on our database who meet your brief. Learn more here, or email us at Hello@dynamicboards.co.uk
- Are you looking for Non-Exec roles? Click here to view our board roles. It’s free to join Dynamic Boards and view our board roles, the last thing this industry needs is more pay to view or exclusive access clubs!
Monica Chadha was previously CEO of MyMovies.Net, she’s an experienced board advisor bringing over 25 years experience in the creative industries. She is also an exec coach. Her current NED roles include the Board of the British Film Institute, and being member of the All-Party Parliamentary Group on Artificial Intelligence. In 2019 she was one of the top 50 Women to Watch in the UK in the Female FTSE Board Report.
Manju Malhotra is the CEO of Harvey Nichols. She was the FD, then co-chief operating officer and has now been CEO since Jan 2020. Alongside this, Manju is non-executive director on two boards: Workspace Group Plc, provider of flexible space, and London & Partners, they support international businesses entering the UK market.
Charlotte Valeur is an experienced Non-Executive Director and FTSE Chair, she has had an incredible 21 non-executive board roles! She advises on corporate governance and is a visiting professor in governance and leadership. She says being autistic ‘made her career’ and she now champions the need to better recognise the benefits of neuro-diverse thinking in the boardroom.