101 Boardroom Problems and how to Solve Them

Front Cover
American Management Association, 2009 - Business & Economics - 179 pages

Every board has one main purpose--to make and execute quality decisions. However, even the best board can be derailed by personality clashes or inherent flaws in its system. 101 Boardroom Problems and How to Solve Them offers readers practical tools to prevent and deal with every difficult situation, from collective impatience and indecision to rivalries and conflicts of interest. As a board effectiveness consultant and meeting management expert, Eli Mina has firsthand experience in dealing with the myriad of problems that boards face. Here he shows readers how to identify board dysfunctions and the damage they inflict, deal with boardroom problems with confidence, increase the likelihood of their board achieving the right decisions, minimize or eliminate flawed decisions, and make a board more credible and trustworthy with its community and stakeholders.

Complete with a board effectiveness audit and easy to use forms to evaluate individual members, the Board Chair, and the CEO, and tips on giving and taking feedback, this is the one book that will help eliminate the disputes, disruptions, and problems that can prevent even the most effective board from achieving its mission.

 

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User Review  - paulsignorelli - LibraryThing

Reading Eli Mina's "101 Boardroom Problems [and How to Solve Them]" leaves us with the impression that he has seen it all. Or, if he hasn’t, that he has the wonderful breadth and depth of experience ... Read full review

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User Review  - stephaniechase - LibraryThing

Very concise and very handy -- there is an excellent set of Board self-evaluation documents at then end. It is actually unfortunate that the book has the title it does, as I think it will keep well-functioning boards from picking it up and learning from it. Read full review

Contents

Faulty Direction
1
Governance and Structural Issues
8
Unethical Culture
17
Procedural Issues
29
Problematic Board Members
45
The Ineffective Board Chair
63
Dysfunctional Boards
72
Unproductive Board Meetings
92
Flawed Interactions with the Community
125
Board Effectiveness Audit
139
Board Evaluation Tools
145
Myths and Truths About Rules of Order
167
Tools for Meeting Chairs and Participants
170
Index
173
About the Author
179
Copyright

Flawed Interactions with Management
107

Common terms and phrases

About the author (2009)

I N T RO D U C T I O N

Before becoming a consultant on meetings and effective decision

making, I was employed as an engineer. My motto then was:

Silence is golden. Keeping quiet in meetings was safe and risk-free,

and rarely did anyone solicit my ideas anyway. Had I shared my

input, however, it might have improved the quality of my team''s

decisions and reduced its mistakes. Silence is a common and

highly damaging Boardroom problem, one that increases risk and

diminishes opportunities.

In 1984, I launched my consulting practice on meetings and

rules of order. I had fun advising Boards on demystifying the rules

of order and using them sensibly and intelligently to facilitate

progress while protecting basic rights. While doing this work, I

discovered another Boardroom problem: excessive reliance on

rules of order. Boards become entangled in motions, amendments,

and other formal procedures and are thereby distracted from core

issues. They lose precious time, and their capacity to make quality

decisions is eroded.

Since that time, I''ve observed Boards and councils--which are

entrusted to govern substantial organizations and oversee significant

mandates and large budgets--do the following: act impulsively,

amateurishly, and childishly; display no strength in the face of vocal

minorities; place narrow interests ahead of community interests;

show no ability to tolerate differences of opinion or benefit from

them; and invent solutions without first defining the problems.

What makes Boardroom problems especially puzzling is the

fact that, as individuals, many Board members are educated, accomplished,

and highly dedicated to their organizations. Some are

prominent and respected community leaders. But put them together

in a setting where they must share decision-making powers

with others, and you often get trouble.

Why do so many Boards become mildly, moderately, or even

severely dysfunctional? Do Boardroom problems indicate malice

and a deliberate disregard for the organization or the community

that the Board is mandated to serve? I think not.

Consider this thought: Never attribute to malice what can be attributed

to misunderstandings, a lack of knowledge, or systemic weaknesses.

Even if you are certain that someone is acting maliciously,

it is more productive to examine the systemic deficiencies that

may be the root causes of a specific Boardroom problem. Only

then can lasting solutions be found.

KEY PRINCIPLES AND DEFINITIONS

As the governing body of an organization or community, a Board

has the duty to provide proactive, mature, sophisticated, and

trustworthy leadership. Board decision making is shared among

the members, usually on the basis of one-member-one-vote.

The functioning of Boards requires substantial investments in

meetings, travel, staff support, liability insurance, and so on. Given

this investment, Board decision making should yield higher returns

than the quicker and less costly unilateral decision making,

whereby one leader makes the decisions, with or without consulting

others. Indeed, when a Board is effective, the above investments

yield quality decisions and effective stewardship. In such cases, the

Board is an asset. On the other hand, if a Board is mediocre or

dysfunctional, the return on investment is small or nonexistent.

When a Board becomes a liability, or when its action or inaction

impedes progress, it can be argued that the organization might be

better off without a Board altogether. Some might even suggest

that in such cases, more could be accomplished under the unilateral

stewardship of a competent, honest, and principled administrator.

THE PROCESS AND SUBSTANCE OF

BOARD DECISION MAKING

The success of a Board is determined by both the substance of its

decisions and the manner in which they are made. An effective

Board generates quality decisions, together, and within a reasonable

amount of time. Such a Board balances the need for effectiveness

and efficiency with the need to engage its members as equal partners

in debate and shared decision making.

It should be noted that process (the manner in which a decision

is made) is just as important as substance (the decision itself ). A

substantively good decision may fail because it was rushed, minorities

were bullied, or the community and stakeholders were not

sufficiently informed or consulted.

Below are five substantive criteria and five process criteria for

Board decision making. You may use them to score your Board''s

decisions and processes. Allocate up to 10 points for each criterion,

with 10 representing full satisfaction, and then add the

scores. If your Board is functioning well, the grand total for both

sets of criteria will be between 70 and 100 points.

Starting with the five substantive criteria, a Board decision

should be:

1. Strategic. The decision supports the attainment of the organization''s

mission, vision, and strategic goals. It transcends

short-term crises and narrow issues and addresses broad

and long-term priorities.

2. Informed. The decision is based on knowledge and objective

analysis of benefits versus risks. It is not tainted by anger,

envy, narrow interests, premeeting promises, conflicts of

interest, and so on.

3. Smart. The decision employs creativity and innovation. It

seeks to optimize the use of human, financial, and other

resources and maximize the benefits over time.

4. Balanced and Fair. The decision achieves an appropriate

balance among the needs of the whole organization, the

needs of individuals and constituent units, and any other

legitimate needs.

5. Sustainable, Affordable, and Legal. The decision is realistic

and can be implemented with available and reasonably

foreseen means. It complies with legal requirements,

bylaws, and policies.

From a process perspective, the manner in which a Board decision

is made should be:

1. Collectively Driven. All Board members are included in the

decision-making process, thereby arriving at the same

outcome together as active partners and not as acquiescent

or reluctant followers.

2. Transparent and Accountable. The community is kept

informed from the conception of the decision to its implementation.

If the decision has substantial impacts, the

Board seeks community input on it.

3. Respectful and Honest. All parties to decision making are

treated with respect and honesty. There are no hidden

agendas. The process is not tainted by bullying and

trickery.

4. Measured and Gradual. The pace of decision making is

comfortable. It is neither rushed nor slow. Progress is deliberate

and measured. Sufficient time is allocated to the scrutiny

of proposals.

5. Efficient and Timely. The decision is reached within a reasonable

amount of time and without unnecessary delays, which

may be caused by a focus on minutiae and by poorly

managed meetings.

BOARDROOM PROBLEMS DEFINED

Given that the function of a Board is to generate quality decisions,

together, and in a reasonable amount of time, a Boardroom problem

(or dysfunction) is anything that diminishes the Board''s ability

to function in this manner. Specifically, a Boardroom problem is

an individual behavior or systemic condition that diminishes the substantive

quality of a Board decision and/or damages the decision-making

process itself.

Boardroom problems are costly in both tangible and intangible

terms. They lead to bad decisions that diminish opportunities and

increase risk. They generate internal feuds that can tear apart a

highly relevant organization. They sometimes lead to expensive litigation,

thereby diminishing the financial and human resources available

for core activities. They can build a toxic culture, which makes

it hard to attract and retain capable Board members and staff.

It should be noted that a degree of dysfunction is normal. Just

like human bodies tolerate the occasional aches and pains or even

chronic ailments, so do decision-making bodies. As with problems

involving human bodies, measures to address Boardroom problems

should be proportionate to their severity: You would not

prescribe major surgery when an aspirin would do or when the

body would heal itself over time. The same rationale applies to

Boardroom problems.

OBVIOUS AND LESS OBVIOUS PROBLEMS

Not all Boardroom problems are obvious. Some are hidden; that

is, they are not obvious at first but flare up later. Others are ingrained

in the way the Board operates but remain dormant unless

or until something changes and they rise suddenly to the surface.

There are also problems that are not really problems at all; they

are only perceived as such. Here are some examples of the different

types of problems:

An Obvious Problem. Board members are argumentative,

interrupt one another, and don''t listen to other views. As a

result, meetings run late and no closure is achieved, especially

on contentious issues. It is obvious that the Board is

neither effective nor efficient.

A H

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