Transition plans for ineffective directors: here are the types who should be removed and some guidance on how to do it.

• Author: Zuehlke, James J.
• Position: GUEST COLUMN

Serving on a board of directors is an honor, but not all directorships are successful. A board member can easily leave a corporate board if he or she decides that they no longer like the direction the company is heading, dislike the workload, or feels that their opinions are not being taken seriously. If a board member comes to this decision, they can simply write a resignation letter and be done. This may not be the most professional way to handle the situation, but it usually is that simple.

On the other hand, it can be difficult to fire a board member. Why? Because good governance (the board's guiding principle) means considering all points of view and being measured in taking action. Boards also have a high degree of camaraderie, which can make firing a board member be like firing your friend. High-performing boards also encourage fearlessness of debate. As a matter of fact, a board needs equal amounts of contention and camaraderie to tackle tough issues. All of this makes it difficult to terminate board members.

The types of directors who are ineffective and should be removed include the following:

1. The wannabe CEO: This is the board member who thinks they know better than the CEO or the current senior management team and is constantly second-guessing them and sticking his or her nose in where it does not belong.

2. The disruptive member: This board member does not get along with the rest of the board, is disruptive at meetings and is often more focused on pointing out shortfalls than doing anything to help the company.

3. Asleep at the wheel: This board member shows up at the meetings but is unprepared and has not spent any time working on committees or engaging between meetings.

4. Retired: This board member either does not keep up or cannot keep up, so they add little value to any board-level discussion.

5. Skill vs. value: This board member at one time brought a specific skill to the board that is no longer needed, and thus now contributes very little real value.

6. Absent: This board member does not make the meetings, has too many other commitments and/or phones in from his or her vacation home.

For a board to be as effective as possible, every board member needs to contribute. Much like a winning sports team, each brings a different skill. To win, they always need to bring their "A" game.

Once it is decided that a board member has become ineffective, the next big decision is...