Resuscitating and reengaging: how to make a director great again.

Author:Levy, John F.
Position::BOARD DYNAMICS - Cover story

Directors need to feel that they are important and that they matter. Reinvigorating a board member is not easy or comfortable, but the rewards can make the effort worthwhile

As a board member, you have probably experienced it. I know I have. Joe, a valued and valuable director, whose experience, knowledge and expertise made the board truly better, is now fidgeting, looking at his phone or dozing during board meetings. He shows up late for meetings, misses committee meetings and always seems to have his phone on mute during board calls.

How do we reengage a board member who seems distracted or uninterested? 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.

A director is not an employee. We can terminate the most senior employee if they are not performing, but often our organizations spend a great deal of time and energy trying to improve employee performance before termination. Shouldn't we spend at least some time and effort trying to improve the performance of a board member before we simply ask the governance committee to recommend not reappointing him or her? Reinvigorating a board member is not easy or comfortable, but the rewards can make the effort worthwhile.

The process can only begin with a very frank and open discussion. Often we think we may be the only board member who sees a problem. Asking the other members if Joe does not seem to performing can be embarrassing and uncomfortable, but the odds are if you see a problem, others do as well. However, like the Emperor's advisors, each of us may be reluctant to verbalize the problem.

Even if you are the board chair or lead independent director, getting the commitment and buy-in of the other directors may be a valuable first step. The discussion with Joe will go much better if he knows you are speaking for the board and not just yourself. Knowing that other board members have identified his behavior and performance can be a key wake-up call and not simply a case of "I know you never liked me."

Once the other board members agree that Joe is underperforming, the board must decide who will have a meaningful and open discussion with him. The choices could be the board chair or lead director, the chair of the governance committee, or another director who is particularly close to Joe. The discussion may become very personal and the choice should be made on the basis of which director has the greatest chance of getting Joe to be honest and candid, not who has the most important title.

Ideally, the...

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