“It’s complicated.” Everyone nods, smiles and moves on. What should I do?

Dear Dynamic Boards,

One of the executive directors is clever, charismatic and absolutely on top of their game. The rest of the board think they are great and are slightly in awe. However, the result is that whenever I put forward even slightly challenging questions the response is – “well, it’s VERY complicated…” and the rest of the board nod and smile and move on. I’ve raised it with the Chair but to no avail. Mountain out of a molehill?

Anonymous Non-Executive Director

Dear Anonymous Non-Executive Director,

Thanks for sharing your dilemma. I don’t think you are making a mountain out of a molehill! “It’s complicated” is a worrying and weak response from the executive.

I’ve asked three experienced board members to share their views on how to deal with your situation: Susan Hooper, Ellie Southwood MBE and Patrick Dunne (bios below). Here’s our discussion of how you could tackle this challenge:

The big message… BE TENACIOUS!

It’s your job to ask questions and to gain assurance that the organisation is going the right way.

  • Your situation is a good example of group think. When you hear everyone agreeing with a sentence like ‘it’s complicated’ it likely means that you are right: you need to continue to prod. One of the easiest ways to create bad decisions is to assume that because everyone else agrees, they must be right. The role of the Non-Exec involves trusting your gut and not worrying about looking or feeling stupid. 
  • The behaviour that is described looks like trust but is an example of a profound lack of trust. If trust really did exist then those questions would be met with the understanding of good intent on all sides. 
  • You aren’t there to solve the problem; you’re there to make sure the work is done to solve the problem. And if you don’t, it’s your responsibility if something happens. You just can’t let go. The Non-Exec role is really important. You can’t do the work yourself; but you have to make sure the work is done. And if you’re not confident it’s being done, you can’t let go.
  • Remember, if you were talking to a regulator, “we asked but it’s too complicated” won’t go very far!

Practical suggestions

  • You could say: “I hear that it’s complicated, that’s the nature of our business. It’s part of my role to understand that. Could we maybe spend some time on it 1-1 so I can really understand it.” That sends a message that this is not going away. 
  • You could say “I am not comfortable supporting this till I understand it. I agree it’s complex, humour me and talk me through it.”
  • Tenacity is incredibly important in a moment like that. It’s not about nagging and whining, it’s about suggesting. Why don’t we break it down? What are the knowns? What are the unknowns? Just accepting that it’s complicated would suggest you feel that ‘in three years from now I’m not going to be here, and it’s not my accountability’. 
  • Have a chat with the Chief Exec outside of the board meeting, and give them your feedback on the Exec Director. 
  • Speak to that particular executive outside of the board meeting. Have a coffee informally, and be clear that this isn’t the way its supposed to be. If they are like that with you, then they are probably like that with other execs. They are combining arrogance with ignorance. You could befriend that person and give them good counsel. 
  • You could say: “I appreciate that’s complex, but could you just run me through the consequences for [insert relevant stakeholder group].” 
  • You could shift the discussion by asking what someone else thinks. Particularly if you know someone else might share your view that this topic requires further exploration. 

Final thoughts?

“There are a couple of situations where I’ve thought ‘would I resign over this’. I’d rather look back and think ‘it’s a shame we had to part’ than think ‘I wish I had said something before the regulator came in and asked me why I didn’t act’.”

Ellie Southwood MBE

“You should look at this as an opportunity. It’s one of the fun bits of the job: turning people who perhaps dismiss whatever experience you had before into people who value it, and recognise you can make a contribution and influence outcomes. I’d view it as a fun opportunity!”

Patrick Dunne

“Sometimes you have to be the tallest poppy in the field. The tallest poppy is the one that gets your head chopped off. You need to feel comfortable with that happening every now and then if the issue is important enough. Trust your gut. Be prepared to have your poppy head cut off. It always grows back!”

Susan Hooper

I hope you’ve found this helpful. It was a great topic to discuss and I’m sure you’ve helped others by sharing your experience.

Sarah Pierman
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. 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! 

Susan Hooper describes herself as a stubbornly optimistic Environmentalist. She has had Non-Executive roles with 18 boards, as a Non-Executive Director or Chair. Her current roles include Carbon Gap, Moonpig and Uber. She is one of the Founding Directors of Chapter Zero – if you haven’t heard of Chapter Zero do check it out, they provide helpful programmes to help equip Non-Execs to consider the impact their organisations have on the climate.

Ellie Southwood MBE currently serves on the boards of two housing associations, one as a Non-Exec and the other as the Chair. She was previously Chair of the RNIB, and saw the organisation through a period of structural deficit, a statutory enquiry, and a change of CEO. Her board career is only just getting started, but she has already witnessed governance challenges many of us will take a whole career to experience! In 2021 she was awarded an MBE for services to charity and local government.

Patrick Dunne is an experienced Chair in the business and social sectors and spent the bulk of his executive career with FTSE 100 PE investor 3i Group PLC. He shares his wealth of reflections on what makes boards function well, or not (!) in his award winning book, ‘Boards‘.

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