How to handle the disruptive director: like a rogue elephant, unless restrained a rogue director can do serious damage--so don't wait too long before employing one of these actions.

AuthorClarke, Richard

BOARDS TYPICALLY WELCOME a healthy airing of different ideas and opinions. But frequently a director will consistently hold different views from the majority and refuse to change them. This rogue director's intractability is disruptive -- leaving the board to either accede to his views or come to a screeching halt.

While always an issue, the disruptive director is a more common problem today than five years ago. As a board member and advisor, I've personally witnessed a major increase, as has my colleague Dee Soder. It's so common a problem we just refer to this intractable disruptive director as DD. Whether the increase is due to a greater prevalence of new directors, sociological trends, demographics, or more numerous authoritarian personality-types isn't as important as how to handle the DD -- the lone board member whose actions and views consistently differ from the majority. How precisely does one handle a fellow board member who is seemingly unconcerned with the majority's perspectives and doesn't yield to reason?

Frequently the DD's behavior isn't an issue and other board members just go along with his desires and views, in effect reinforcing bad behavior -- and setting the stage for costly, major conflict on more important matters! Thus when CEO succession or other critical matters are discussed, the DD can cause havoc. Often the board accedes to the director rather than fight, even at significant cost and despite opposing views of the majority. Since 2006 we've been called in on over 25 governance problems; only three did not involve a bully director who has disrupted the board and hurt the company.

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Three basic control measures

During over 40 years on over 20 boards, I have utilized three basic actions to control the disruptive director. These work whether the board is public or private, corporate or private, large or small. Like a rogue elephant, unless restrained a rogue director can do serious damage: in addition to potential loss of money, customer perception, strategic changes, and negative media, good directors frequently resign (albeit their true reason is rarely voiced). So don't wait too long before employing one of these actions:

  1. Request a meeting with the board leadership (the chair, CEO, or chair of the governance committee). 1 recommend individual discussions, starting with the board leader you know best or the most thoughtful person. Depending on the makeup of the board, talking with only one...

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