Board Behaviours and People Problems © 2006-2012 Dorothy Dalton Tuesday 2 nd October 2012.

Board Behaviours and People Problems

© 2006-2012 Dorothy Dalton

Tuesday 2nd October 2012

The Theory

Characteristics of best practice boardroom behaviours (ICSA)

a clear understanding of the role of the board;

the appropriate deployment of knowledge, skills, experience, and judgment;

independent thinking;continued

Characteristics of best practice boardroom behaviours (continued)

the questioning of assumptions and established orthodoxy;

challenge which is constructive, confident, principled and proportionate;

rigorous debate; a supportive decision-making

environment;continued

Characteristics of best practice boardroom behaviours (continued)

a common vision; and the achievement of closure on

individual items of board business.

The Reality

Recent research

Prof Andrew Kakabadse, Cranfield

80% of board members are not sure of their role

Prof Andrew Kakabadse’s research on board members globally (Sept’10)

47% of UK board members never discussed issues deemed ‘too sensitive’

70% of board members did not know how to raise difficult issues

Board Behaviours

Factors shaping board behaviours (ICSA)

the character and personality of the trustees and the dynamics of their interactions;

the balance in the relationship between the key players, especially the chair and the CEO, the CEO and the board as a whole, and between executive and trustees;

continued

Factors shaping board behaviours (continued)

the environment within which board meetings take place; and

the culture of the boardroom and, more widely, of the charity.

How important is diversity?

Board composition - Diversity

“Diversity in board composition is an important driver of a board’s effectiveness, creating a breadth of perspective among directors, and breaking down a tendency towards ‘group think’.”

Guidance on Board Effectiveness (Financial Reporting Council March’11)

Board diversity

It is important to consider a diversity of personal attributes among board candidates, including: intellect, critical assessment and judgement, courage, openness, honesty and tact; and the ability to listen, forge relationships and develop trust.

Diversity of psychological type, background and gender is important to ensure that a board is not composed solely of like-minded individuals.

FRC Guidance on Board Effectiveness March 2011

People Problems

Problem trustees Arriving unprepared for meetings Not attending Not accepting collective responsibility

and decision making Micro-managing or trustee(s) acting

as if they were staff Not understanding the ‘business’ of

the charity

Problem trustees Beaching confidentiality Not admitting to conflicts of

interest/loyalty Trustee dominating every

discussion or intimidating other trustees by very articulate, strongly expressed opinions

Not wanting to ‘rock the boat’ by addressing bad behaviour of fellow trustee

©2012 Dorothy [email protected]

020 8426 668607777 660356

www.dorothydaltongovernance.com