Not a throw away.

Author:Kristie, James

For just about all of our 40-year publishing history, our authors' advice has been that if you have an underperforming director you should just get rid of them. One of the most popular articles we ever published was titled "How to Fire a Director." Another of our articles in his oeuvre took a more diplomatic high ground that we titled, "What To Do About the 'Opportunity Cost' Director?" Hint: Fire them.

That's if you can. Easier said than done sometimes. I have been in conversations with CEOs and directors on this topic, and they warn that it can be a third-rail type of situation. Here is what a major tech company CEO had to say at one of our roundtables: "I was involved in a situation where we decided we had to remove a board member. It was the logical, correct thing to do. And I will never do it again, because what it came down to was the rest of the board deciding, 'Well, he's been a director for so long, why not leave him on the board?' He went underground and turned out to be the biggest problem we ever had. Unless you have a major excuse to change the board, you're probably better off just surrounding the guy."

Ouch. That is a tough predicament to find yourself in. It really is a no-win situation: bad for the CEO, bad for the board, and, lest we forget about them, bad for the shareholders to have a dysfunctional board.

So we are taking a different tact with our cover story in this edition, "Resuscitating and Reengaging: How to Make a Director Great Again" (page 16). Author John Levy blazes an unconventional path in suggesting an alternate destiny for a director who once may have been a valued contributor but has gone astray. John explores reasons why that may have happened and how, with some care and attention, such troubles may be correctible and the director salvageable. As John notes in his article, "We read about the need to remove underperforming board members, but we read very little about how to reinvigorate a once valuable director before we simply throw him or her away." Indeed.

"Resuscitate" is an unusual term in this context, but it...

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