1. Board Behaviours and People Problems © 2006-2012 Dorothy Dalton Tuesday 2 nd October 2012

2. The Theory

3. 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

4. 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

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

6. The Reality

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

8. 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

9. Board Behaviours

10. 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

11. 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.

12. How important is diversity?

13. 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)

14. 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

15. People Problems

18. 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

19. 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

20. ©2012 Dorothy Dalton dalton.dorothy@btopenworld.com 020 8426 6686 07777 660356 www.dorothydaltongovernance.com