Dead Wood Makes Poor Boards

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Published: 08th May 2020
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Director Performance

Ask any carpenters and they will agree: “You can’t make a good board from rotten wood.” Avid gardeners understand that to have healthy, productive trees and plants, they must prune — the first pruning cuts are for removal of dead and diseased branches.

The same principle is totally applicable to boards of directors. In fact, a key to attracting and keeping good directors is getting rid of the poor ones. Okay, this sounds like a strong statement. We don’t suggest a cavalier expulsion of unwanted directors. However, it is undeniably true that the most capable people will either avoid a board or eventually leave if non-performers are permitted to remain as non-performers.

What Can You Do?
Start carefully and with a positive expectation that people want to do their jobs well — they just need clarity about what that looks like. Proceed through these specific steps:

1. Begin by discussing and agreeing upon the expectations of members of your board. You may want to initiate this by sharing a list of suggested expectations from an outside authority. Talk about how fulfilling each of these expectations contributes to the effectiveness of the board.

2. Determine a process for addressing situations when a director fails to meet the expectations. It could begin with the Chair speaking to the person as soon as there is a concern or infraction, encouraging the person to give his best and reconfirming that he understands the expectations.

3. Identify repercussions of negligence. For example, on a second incident, the Chair may speak to the person and give a written admonition, copied to the board. A third violation may trigger more drastic actions — perhaps even obligated resignation.

4. Commit to implementation. Turning a blind eye or flippantly excusing invalidates the effort.

Through all of this, treat people with care. Remember, life happens to all of us. There could be very legitimate reasons for a person missing the mark. Be compassionate and understanding. At the same time, don’t accept non-performance from a director for long. If you do, you may soon end up with a non-performing board.

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