How to deal with bad behaviour in the boardroom

Wednesday, 01 May 2024

Stacey Daniel GAICD photo
Stacey Daniel GAICD
Founder, Board Presence

    “How can we remove a chair or board member from the boardroom in the moment when particularly bad behaviour occurs?”

    Some have experienced it, some have seen footage and others can only imagine — finger-pointing, outbursts and tantrums in the boardroom. Removing a chair or director in the heat of the moment requires swift and sensitive action.

    What is bad boardroom behaviour?

    Bad behaviour can be offensive, aggressive or simply disrespectful. Acts might include shouting, accusations or even fist-swinging if things get really out of hand. It is particularly disruptive, creating an intense atmosphere, an uncomfortable environment and interrupting the board dynamic.

    Some actions are obvious, others can be quietly undermining. While it might have been condoned in the past, misbehaviour is not acceptable in 2024.

    Poor behaviour and confrontation in the boardroom can be triggered by factors such as frustration, stubbornness and intolerance of different perspectives. Personal agendas and conflicts of interest can also contribute to unreasonable responses, heightened emotions and escalating behaviours.

    How to deal with bad behaviour

    In a board meeting

    Urgent action is essential to address bad member behaviour during a board meeting. While the chair is often responsible for managing such situations, all directors are responsible for speaking up, upholding good conduct and keeping each other accountable. This is irrespective of whether it is a physical or virtual boardroom.

    In situations where behaviour is heating up, consider your individual director actions:

    • Maintain composure, remain objective and be respectful and the sensitivities involved
    • Check the board’s agreed rules of conduct
    • Articulate the issue and impact on the board Determine if there is a breach of conduct
    • Raise concern about the behaviour and participate in open discussion.

    Where a director’s behaviour continues to disrupt the group and removal from the boardroom is required, the meeting can be paused.

    The chair can then address the member openly or one-on-one, outlining why the behaviour is unreasonable. If the issue lies with the chair, either the deputy or a nominated board member can directly discuss concerns with the chair. If matters remain unresolved or escalate, the meeting may be postponed to allow emotions to settle and matters to be investigated. The board can then reconvene at a later date.

    At the next meeting

    Success at the next meeting will depend on the rules of conduct the board sets itself. The board must agree on how it will continue to work together and deal with any future breaches of behaviour. Such details might be outlined in by-laws, the board charter or code of conduct documents. Reviewing and refining these will ensure they represent the views of current board members.

    Should discontent continue, the board could benefit from engaging an external mediator to help unpack and resolve underlying issues.

    On the next board

    Respect and communication form essential criteria for future director selection. Ensuring your board members have such attributes will help create a space for free discussion, collaboration and decision-making. When recruiting for vacancies, ensure these are among your selection criteria.

    Results of taking action

    Dealing with bad boardroom behaviour immediately is essential to avoid ongoing dysfunction and poor performance. Disruption from unreasonable and unacceptable behaviour can set a board and its organisation back considerably if not adequately addressed in a timely manner. Step up and take the action expected of you as a duly appointed director.

    Stacey Daniel GAICD is a non-executive director and board adviser, strategist, mediator and facilitator with Board Presence.

    This article first appeared under the headline ‘The Fix’ in the May 2024 issue of Company Director magazine.

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