Chairing difficult board meetings

Sarah Cobb GAICD, Peter Emery and Renita Gerard OAM GAICD recently delivered a spotlight webinar for the AICD on chairing difficult meetings. They examined how effective chairs might manage difficult board member personalities, avoid letting pet projects dominate, and navigate disagreement while avoiding the disagreeable. Their key piece of advice for chairs leading face-to-face or virtual boardroom meetings? Be calm, be present, understand and control your reactions, have moral courage – stay in, and deliver on, your role.

Why do difficult board meetings occur? The issue is complex and often rests on the core governance principle that a board doesn’t make decisions based on majority vote but on group consensus. Differing viewpoints, differing personalities, unbalanced personal agendas, unresolved relationship issues and conflicts of interest are often a cause. Adding a new complexity is the unfamiliarity with the nuances of virtual meetings.

Chairs need to address each of the above head on, cut through the agenda task at hand and keep a meeting focused and a board efficient and effective. And the most effective chairs do so with skilled facilitation, diplomacy, emotional intelligence, conflict resolution, impartiality, empathy and courage.

There is the fundamental question of whether having a difficult meeting is actually a good or a bad thing?

It is clearly useful to have healthy constructive conflict and robust debate. It’s an antidote to groupthink and provides difficult decisions with the time and perspective to work through.

However, when healthy disagreement moves into an unhealthy disagreeable state, the cost of difficult meetings becomes apparent: loss of cohesion, lack of closure, the potential loss of good directors, the inability to maximise objectives for the organisation, objective financial and emotional costs of boardroom dysfunction, and the knock on brand and reputational effects of this dysfunction.

Understanding the cause of difficult boardroom meeting

“Chairs need to understand what is driving or causing the disruptive behaviours playing out in a meeting”, says Sarah Cobb. “There may be a number of [rather complicated and interdependent] reasons – insufficient knowledge of other directors’ agendas and views, inappropriate framing, prejudgement of answers, the fear of surprise, an assumption that the answer needs to be known before the question can be asked, individual inability to discuss difficult issues, or a culture of indecision – and the chair needs step into his/her role of first among equals and consider both cause and remedy.

People behave differently in groups than they do as individuals. Therefore, it’s important to also understand the board’s current group dynamics in order to develop insights into future individual behaviours. Why do individual board members respond in a particular way in specific group situations? Is there the potential to give offence due to different group values or behaviours? The chair might consider how established group dynamics might impact an individual director and deal with these individual issues prior to the board meeting.

“Often, very basic human characteristics such as personal cultural background or information format preferences create boardroom difficulties”, says Renita Gerard. “The impact of individual preferences reinforces, especially in a virtual environment, why having clear decision-making processes is a good way to manage potential conflict. It is especially important in virtual board meetings to talk about the decision process before the item comes up for discussion.”

An effective chair will also ensure there is a good induction program for new directors to create opportunities to get to know the other directors. And board reviews are extremely useful in terms of self-awareness for existing directors.

The enforcement of meeting behaviours is within the remit of the chair and attention should be paid to maintaining the cadence of the agenda, speaking in formal turn and the insistence on respectful and professional language. A thorough directors’ manual that references the boardroom value charter, and a code of conduct, are useful reference points that a strong chair might use to remind and reset a conflicted boardroom.

Virtual board meeting complexity

In some instances, it may seem practical for a chair to diffuse conflict my inviting a separate – or offline – conversation. Sidebar discussions, however, can contribute to a more divisive boardroom culture. If issues are discussed individually, which is increasingly happening in the virtual world, there is the risk that many decisions are framed or made before the board meeting – which can negatively impact diversity of thinking and true collective decision making.

Virtual meetings do provide mechanisms that may improve the function of face-to-face meetings. They are still enough of a recent development to warrant opening with a review of the rules of engagement. For example, it is not acceptable to casually get up and temporarily leave a virtual boardroom meeting in session. The chair may find it useful to at times use the mute button – naturally, this mechanism cannot be misused. It may also be useful to adopt a ‘hands up’ approach when a director has something to say, or allocate an observable 10 minutes to each boardroom member to speak. Whatever the mechanism, the chair is tasked with calling out obstructive behaviour in a constructive manner. For example, he/she might begin to smooth the conflict with “I’m having trouble understanding your points. Can I clarify…”.

The zone of uncomfortable debate

The zone of uncomfortable debate is a stepped process that sits outside the board meeting:

• prepare board members so that they understand this debate sits outside the board meeting;
• explain and agree the discussion process;
• identify the criteria for decision making in order to frame the discussion;
• allocate discussion roles (for example, facilitator, devil’s advocate, problem articulator, etc.);
• maintain a productive perspective during the discussion;
• act with emotional intelligence and political awareness; and
• learn to leave behind an uncomfortable debate.

Contrasting board behavioural competencies

Functional directors are change agents, consensus- builders, counsellors and challengers. The hypothetical chair who leads this board takes the role of conductor:

• they understand the group/individual dynamics;
• they function with exceptional leadership skills;
• they relate exceptionally well to the CEO and committee chairs/directors;
• they lead the setting of the agenda;
• they run the meeting by managing dissent and moderating discussion; and
• they set an appropriate tone.

By way of contrast, dysfunctional directors are controllers, conformists, cheerleaders and critics. The hypothetical chair who leads this board takes the role of caretaker:

• they tend to be distant, non-performing and disruptive;
• they frequently use their power in a negative manner, often forcing decisions through and managing the board on a basis of personal relationships, or under-controlling and saying little during meetings;
• they do not manage conflict very well; and
• they exhibit poor working relationships.

Biases can be useful if they are understood, operate within a ‘speak up’ environment and if other personalities are factored in to create balance.

Tips and traps for chairing difficult board meetings

BEFORE THE MEETING:

• Be clear on what you want to accomplish at the meeting – resolution, advanced discussion, changes in behaviour, apologies and a clear way forward;
• Consider pre-meeting individual conversations;
• Be clear on your role and responsibility as chair and your board’s code of conduct and values, so you can keep focused and on task;
• Read all relevant documents and understand the issue, have all the known facts and be on top of the brief;
• Prepare the meeting notice and agenda, circulate and resist suggested changes;
• Reflect on each director’s perspective, as far as you know or can perceive – validity, how they may be accommodated, trigger points;
• Reflect on yourself and adopt a mindset of openness, enquiry and fairness – think about the language you need to use.

BEFORE THE ONLINE MEETING:

• Consider your role as host of the online meeting platform – your challenge is to facilitate seamless technology that ensures you get engagement from all board members;
• Become confident in using the online platform and test-run if required;
• Ensure the technology is working for all directors and invited participants;
• Ensure all participants have been sent a linked meeting invitation – it may be a good idea to resend on the day;
• Think about how you will create an environment where directors can have sufficient robust discussion and can disagree without being disagreeable;
• Not all difficult meetings pivot around conflict – think about how you would manage a meeting where there is dysfunctional groupthink;
• Consider clarification telecalls that provide an opportunity for the chair to communicate with each board member prior to the meeting to understand their position, concerns, etc.;
• Debating before meetings, which may be emphasised in a virtual environment, needs to be transparent;
• Both positives and negatives can lose their sense of proportion in a virtual world and so it’s important to keep relationships going on either sides of virtual board meetings;

DURING THE MEETING:

• Commence with honest and positive statements that acknowledge the difficulty ahead;
• If appropriate, frame the introduction by reinforcing the values of the organisation, the code of conduct for board meetings and any online meeting policy;
• Get agreement that all discussion will be respectful, emotion-free and professional;
• Hold all directors individually and collectively responsible for fulfilling their roles and discharging their duties and responsibilities;
• Stick to the agenda, and resist hijackers and wanderers;
• Ensure that only one person speaks at a time, and without grandstanding;
• Ensure everyone is heard;
• Focus on solutions rather than just problems – it may be useful to reframe problems to allow for a solution mindset.
• It may also be useful to use a decision-making tool to focus on the process – for example, using weighted/alternative criteria for ethical decision making.1
• Ask the tough questions and seek out a resolution – it may be useful to break the problem into parts and, if needed, get agreement incrementally;
• Consider referring technical decisions to a committee for advice;
• Directors abstaining from a decision should not be accepted – unless it’s to pursue more information;
• Remember that the chair is in charge of the meeting and can exercise an out of order – in such circumstances:
  • Remind the board of the code of conduct, online meeting policy and grievance process (if any);
  • Defer the topic, call for a break, or adjourn the meeting;
  • Change the speaking order to split factions, split talkers, etc.;
  • Agree to take the discussion figuratively offline;
  • Ask for a resignation – in which case, it’s important to consider the constitutional and Corporations Act process for removing directors;
• Conclude the meeting and confirm what was decided including actions and responsibilities;
• During the online meeting:
  • Leave the conversation in the virtual ‘room’.

AFTER THE MEETING:

• Review the meeting by asking:
  • What have we achieved today that has helped the organisation to achieve its vision and purpose?
  • What did we do well and what we could have done better?
  • What learning opportunities have presented – for you, individual directors, the board?
• Carefully review the minutes for accuracy and then circulate;
• If appropriate, have individual or group follow up;
• Avoid re-debating – the decision has been made;
• After the online meeting:
  • A virtual meeting misses the opportunity for catch-up between board members after the meeting, so it’s important for the chair to ‘create’ this informal, feedback loop by checking in with each board member after a virtual board meeting.
  • Depending on the situation, this catch-up may be done as a group at the end of the meeting or one-on-one afterwards.

THE MEETING AS AN INDICATOR OF PERFORMANCE

• Consider the importance of regular board evaluations:
  • Are the difficulties bigger than just the board meeting?
  • Do you have the right people on board?
  • Does your selection process need to change?
• What if the CEO is the cause of the difficulty?
  • The chair needs to raise this with the board;
  • The issue then needs to be raised with the CEO – either one-on-one with the chair or with a small group of directors;
  • It is important to seek to understand the CEO’s position and then agree on how to proceed – this may include a performance management process;
  • It may be a useful circuit breaker to engage an external consultant to assist with (coaching or retrenchment) communication with the CEO;
  • If performance management is not successful, the board may remove the CEO as per due process.
• What if the chair is the cause of the difficulty?
  • The whole board needs to step up (through a lead director) and raise it with the chair;
  • The chair then needs to decide if they are going to address it, or exit.

To hear the AICD's Spotlight on chairing difficult meetings webinar in full please download the recording here.

 Please also refer to the following related resources:

• The COVID-19 leadership test: How effectively is your board chaired?
• AICD Director Tool: The role of the chair

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Footnotes

1  Refer to A guide to ethical decision-making in the boardroom, a joint project by the AICD and the Ethics Centre.