By Chisom Obiudo
Being a board member comes with the responsibility of governing an organisation by setting its strategic direction, making high-level strategic decisions and providing oversight to ensure that the organisation is meeting its goals.
However, not all boards are effective or high performing. One of the challenges faced by most corporate boards is dealing with disengaged board members who refuse to be actively involved in the board’s work or make valuable contributions during board meetings.
There are several reasons why board members may become disengaged. It could be that the board member lacks an understanding of their role as a director or later becomes disinterested in the organisation’s work. They could also lack the skills or core competencies required to contribute to the board discussions.
Despite the reasons for disengagement, the fact remains that passive and inactive board members can negatively impact the board’s performance and effectiveness.
How to tell if a Board Member is disengaged:
There are a few tell-tale signs to look out for, such as the board member being consistently absent from board meetings or missing deadlines for submitting reports.
Another sign of disengagement is when a board member fails to participate in discussions, ask questions or carry out specific tasks. A disengaged board member may also be resistant to change or new ideas. For instance, they may be reluctant to embrace new technologies or acquire new skills.
Finally, a disengaged board member may not be interested in the organisation’s activities outside the boardroom, such as attending events, fundraising, ongoing director development training or meeting with stakeholders.
Potential Damage:
If a board member is disengaged and not committed, it is likely, that the board will not function at its optimal capacity. Without the inactive member’s knowledge, expertise and participation, poor decision-making becomes the order of the day with financial consequences attached.
As a result, other board members may need to take on extra work to compensate for the inactive member, which can lead to frustration and mental burnout and ultimately creates a leadership vacuum and weakens the board when the active members leave.
Some Proposed Remedies:
- The board chairperson plays a critical role in addressing disengagement. In consultation with the CEO, the chair is responsible for setting the board meeting agenda and ensuring that the board functions cohesively and effectively. Therefore, the chair should recognise the inactive member’s behaviour and take appropriate steps to correct it.
As a first step, ensure that your board meetings are well-organised and that all board members have the opportunity to contribute to the areas of their expertise and other areas where they could add strategic value to the boardroom conversations. The chair can also encourage board members to contribute more by asking their opinions on important decisions and constantly involving them in board work.
If a board member is persistently disengaged, the chair should speak to them privately about the problem and re-emphasise their fiduciary duty to act in the company’s best interest by contributing to board decisions. They should also be made to understand that mere attendance and spectatorship on the board are unacceptable.
The chairperson should therefore devise an action plan to provide the board member with sufficient remedial opportunities through coaching or mentorship to improve their value addition in the boardroom.
If the situation does not improve over time, the chair may, in extreme cases and as a last resort, recommend to the entire board the removal of that board member. It is not advisable to wait until their term expires, as this is akin to sweeping dirt under the carpet and prolonging the agony of a weakened and dysfunctional board.
- The board could identify and address disengagement by conducting a board self-assessment. This process involves the board evaluating the performance of its peers in and out of the boardroom, identifying areas where it can improve its performance, and developing a plan to resolve the problematic areas.
- In future, to avoid the dilemma of having disengaged board members, consider reinforcing your recruitment and orientation processes. Develop a board skills matrix to set your ideal board composition that fits the organisation’s purpose.
The skills matrix should guide your search for potential board members with the appropriate knowledge, skills, and attitude required to serve on a board.
You may want to go a step further and insist that your board members undergo psychometric tests to assess the candidate’s hidden vulnerabilities which are not evident on their resumes.
During your board induction sessions, the facilitator should induct the board on their roles and responsibilities as directors and their duty to contribute and work cohesively as a team in driving the organisation towards achieving its mission and vision.
As a non-executive director, always remember that you are appointed to the board to bring your skills, expertise and life experiences to help create your organisation’s sustainable future and equally provide value for your shareholders and stakeholders. Therefore, board membership is not a social club or a ticket to furthering one’s selfish business interest.
Finally, to the board nominations committee, the famous adage that “better the devil you know than the angel you don’t know” should not apply to your board appointments. Instead, continuously strive to appoint boards of and for the future, not the past. Corporate governance is a forward-looking and strategically focused approach to directing and controlling an organisation, so get the right and committed people on board.
A good governance model cannot exist without an inclusive, diverse, skilled and active board.
Happy governing!
Chisom Obiudo is an admitted legal practitioner and the Principal Governance Consultant and Trainer at Directed Governance Consultancy. She is currently a member of the Institute of Directors South Africa and serves as the Deputy Chairperson of the Governance Committee at Namibia Investment Fund.
She holds an LLB degree and a Masters degree in corporate governance and specialised certificates in compliance, non-executive directorship and legislative drafting.
Reach her at chi@directedgovernance.com or visit www.directedgovernance.com