Weak links and problem directors: know when and where trouble may lurk on the board and how to head it off.

• Author: Lindenmuth, Richard A.
• Position: GUEST COLUMN

A HINT OF DISAPPROVAL Wafts across the meeting table as directors watch a colleague shuffle through the board packet for unread financial statements. I took the time to prepare, why didn't you?

At another table in another boardroom, the air is toxic with a plot to oust the CEO. Should I believe what I'm hearing or your lying eyes?

Certainly, it's a long way from attending a meeting unprepared to attempting a boardroom coup. Most corporate directors approach their board responsibilities seriously and with good intentions. And legitimate contingencies can sometimes prevent full engagement.

But directors can and do create problems. Whether through inattention or ill intent, they can detract from board effectiveness and disrupt the balance of interests, ego, and power.

How directors critique other board members can signal issues. One director may come down hard on a particular colleague. Another may decline to say anything at all. Strong personalities on a board may impede constructive "self assessment," perhaps requiring an outside facilitator to direct the board analysis.

Whatever the circumstances, board members face a difficult choice. Taking action to deal with a weak link or problem director is confrontational. Issues can quickly become politicized and spin out of control if the approach to addressing them is not communicated well with all board members. At the same time, failing to act has its own consequences. Problems can fester, affecting board productivity and performance.

What to do? If the time has come to address a weak link or problem director, you can improve the chances of a positive outcome by considering several steps:

* Make Sure You Know the Real Issue: Sometimes a problem is not directly related to board participation. Health, family, finances, or a combination of these and other factors can be distracting an otherwise solid contributor.

* Explore Counseling: If warranted and appropriate, a private conversation with the director can usually get to the bottom of the issues. If your personalities might clash in such a discussion, ask another director to have the chat. Eventually, the entire board should be included so that discussions are out in the open and feelings of trust can be maintained or reestablished.

* Change Responsibilities: Changing a director's focus to an area of his or her true expertise can raise comfort levels and avoid problems.

* Have the Conversation: Ultimately, it may come down to telling a board...