Board Behaviours and People Problems © Dorothy Dalton Tuesday 2 nd October 2012

The Theory

Characteristics of best practice boardroom behaviours (ICSA) a clear understanding of the role of the board; the appropriate deployment of knowledge, skills, experience, and judgment; independent thinking; continued

Characteristics of best practice boardroom behaviours (continued) the questioning of assumptions and established orthodoxy; challenge which is constructive, confident, principled and proportionate; rigorous debate; a supportive decision-making environment; continued

Characteristics of best practice boardroom behaviours (continued) a common vision; and the achievement of closure on individual items of board business.

The Reality

Recent research Prof Andrew Kakabadse, Cranfield 80% of board members are not sure of their role

Prof Andrew Kakabadse’s research on board members globally (Sept’10) 47% of UK board members never discussed issues deemed ‘too sensitive’ 70% of board members did not know how to raise difficult issues

Board Behaviours

Factors shaping board behaviours (ICSA) the character and personality of the trustees and the dynamics of their interactions; the balance in the relationship between the key players, especially the chair and the CEO, the CEO and the board as a whole, and between executive and trustees; continued

Factors shaping board behaviours (continued) the environment within which board meetings take place; and the culture of the boardroom and, more widely, of the charity.

How important is diversity?

Board composition - Diversity “Diversity in board composition is an important driver of a board’s effectiveness, creating a breadth of perspective among directors, and breaking down a tendency towards ‘group think’.” Guidance on Board Effectiveness (Financial Reporting Council March’11)

Board diversity It is important to consider a diversity of personal attributes among board candidates, including: intellect, critical assessment and judgement, courage, openness, honesty and tact; and the ability to listen, forge relationships and develop trust. Diversity of psychological type, background and gender is important to ensure that a board is not composed solely of like-minded individuals. FRC Guidance on Board Effectiveness March 2011

People Problems

Problem trustees Arriving unprepared for meetings Not attending Not accepting collective responsibility and decision making Micro-managing or trustee(s) acting as if they were staff Not understanding the ‘business’ of the charity

Problem trustees Beaching confidentiality Not admitting to conflicts of interest/loyalty Trustee dominating every discussion or intimidating other trustees by very articulate, strongly expressed opinions Not wanting to ‘rock the boat’ by addressing bad behaviour of fellow trustee

©2012 Dorothy Dalton