Signs of a Dysfunctional Board, and What a Director Can Do
Every director will, at some point, sit on a board that is not working well.
The signs are often subtle at first. A chair who dominates every discussion. Directors who agree in the meeting and complain afterwards. Papers that arrive late and say little. Decisions made outside the boardroom.
A dysfunctional board makes poor decisions, damages the organisation and can put directors at risk. Yet few people talk openly about what to do.
This article covers the common signs, how to spot them before you join, raising concerns with the chair, using the board evaluation, when to leave and how to protect your reputation.
Common signs
A dominant chair. One person controls the agenda, the discussion and the decisions. Other directors rarely challenge.
Factions. Groups of directors form alliances and decide matters before the meeting.
Poor papers. Board packs are late, too long, unclear or missing key information.
No challenge. Management proposals are approved with little debate.
Too much challenge. Every decision becomes a battle. Directors micro-manage.
Blurred lines. Directors interfere in management, or management ignores the board.
Secrecy. Important information is shared with some directors and not others.
Poor CEO relationship. The board and CEO do not trust each other.
Avoidance. Difficult issues, such as poor performance or culture problems, are never discussed.
High turnover. Directors or executives leave often.
One sign alone may not mean much. Several together usually point to deeper problems.
Spotting it before you join
Before you accept a board seat:
Read past board papers and minutes. Look for long-running issues, repeated questions and thin discussion.
Meet several directors. Ask how the board works and what they would change.
Meet the CEO. Ask how the board supports and challenges management.
Ask about recent changes. Why did directors or executives leave?
Ask about board evaluations. When was the last one? What did it find?
Raising it with the chair
If you are already on a dysfunctional board, start with the chair.
Raise specific issues, not general complaints
Suggest practical improvements
Focus on how the board can work better, not on blame
Example: “I have noticed our papers often arrive the night before the meeting, which makes it hard to prepare well. Could we agree a deadline of five working days and a shorter format?”
If the chair is part of the problem, the conversation is harder. Consider talking with the deputy chair or another senior director, carefully and without forming a faction.
Using the board evaluation
Many boards run annual evaluations. These are designed to surface issues. Be honest and constructive in your responses. If the board does not run evaluations, suggest one. An external facilitator can help when issues are sensitive.
When to leave
Sometimes, despite your efforts, the board does not change. Consider leaving if:
Your concerns are repeatedly ignored on important matters
You believe the board is not meeting its duties
The culture is damaging your reputation
You cannot contribute effectively
Before leaving, take advice if there are serious governance concerns. Then leave well. See leaving a board well.
Protecting your reputation
Your reputation as a director is built on how you behave, especially on difficult boards.
Raise concerns through the right channels
Keep records of your contributions
Stay professional with all directors and management
Avoid public criticism
Search consultants and chairs often know which boards are difficult. Directors who handled them well are respected.
Common mistakes
Joining without proper due diligence
Staying silent for too long
Forming factions to fix the problem
Leaving suddenly without explanation
Criticising the board publicly after leaving
How search consultants view directors from difficult boards
When I was in executive search, chairs often asked candidates about difficult boards they had served on. The best answers were calm, specific and constructive. Candidates who blamed others or became emotional raised concerns.
Your board CV
You do not need to describe board problems on your board CV. But referees may be asked about you. Choose referees who saw you contribute positively.
A quick self-check
Look at the list of signs above. How many apply to your current board? If three or more, talk to the chair this quarter.
When the problem is the CEO relationship
Sometimes the board works well internally but has lost trust in the CEO, or the CEO has lost trust in the board. This often shows up as tense meetings, defensive management and directors going around the CEO. It needs to be addressed by the chair, often with the nominations or people committee. Directors should raise concerns through the chair and avoid acting alone.
When the problem is information
Many board problems come from poor information. Late papers, unclear analysis or missing risks. Directors can often fix this by agreeing clear standards for board papers with management. Suggest a template, a deadline and a page limit. Small changes can make a big difference. See how to write a board paper.
When you are the new director
New directors may notice problems that long-serving directors no longer see. Use that fresh view carefully. Ask questions rather than making judgements early. “Help me understand how we usually decide on major investments” can open a useful conversation.
External help
Sometimes the board needs outside help. An external board evaluation, a governance adviser or a facilitator for a difficult discussion can break patterns that directors cannot change alone. Suggest this to the chair if internal efforts have stalled.
A quick tip
Keep notes of your contributions and concerns, dated. If you later need to explain your role, you will have a clear record.
Common questions
Should I resign straight away if the board is dysfunctional? Usually not. Try to improve it first. But do not stay indefinitely if nothing changes and your duties are at risk.
Interview preparation
Board interviews sometimes ask about a difficult board you have served on. Prepare a calm, specific example. Focus on what you did to help, what changed and what you learned. Avoid naming people or criticising the organisation.
Your profile
You do not need to mention a difficult board in your profile. Focus on your contribution and skills. “Director with experience improving board processes, papers and governance in health and community organisations” captures the value without the drama.
Learning from it
Many experienced directors say their most difficult board taught them the most. How to raise concerns, how to work with a dominant chair and how to protect their duties. Those lessons make you a better director on every board that follows.
A quick tip
After a difficult meeting, wait a day before raising concerns. A calm, considered message lands far better than one written in frustration.
Your referees
Choose referees from difficult boards carefully. Pick people who saw you contribute constructively, such as the chair, the CEO or a respected fellow director.
Your next step
Before your next board seat, use the due diligence questions in this article. If you are on a board with problems now, raise one specific issue with the chair before the next meeting.
If you want help building a strong board portfolio, my board resume writing is built for senior leaders across Australia and New Zealand.
If you want to talk through a difficult board, book a complimentary Clarity Session.
