Good Board Chair... Bad Board Chair

Over the years, I've had the opportunity to work with many corporate boards of all varieties and flavors. And while we read much about the role of the CEO in an organization, surprisingly little is out there about what makes a great board chair (when they are different than the CEO).

I went out and asked through the ASAE executive management listserv and through my Linkedin network of executives to find out what other’s experiences were with their chairs.  My question was simply to find out their stories about the best and worst chair that they had and what made them that way. 

This articles contains the good, the bad and of course, the ugly.

So let’s start off positive.  What makes a good Board chair?  Not surprisingly, these are individuals who can bond their boards around a common purpose and foster common action through open communication and dialogue.  They have the ability to see things in the lens of a long-time horizon and enable the organization to experiment and adapt.  These individuals tend to be self-reflective, open to feedback and always looking for new ideas and perspectives.  They understand that experimentation (both success) and failure is important and work to drive the organization forward with a focus on ROI and measurable outcomes.  Below were some of the specific qualities that I gathered about a good chair:

A good chair:

• Gives recognition and credit to others even if the chair is the driver
• Listens
• Openly solicit ideas. Facilitative style
• Creates a sense of purpose and encouraged others to greatness
• Creates strategies with measurable goals
• Keeps things moving
• Fosters an environment of risk taking and experimentation
• Has a long time horizon
• Understood the outside environment
• Ensures that there were clarity around goals and roles
• Focuses on ROI

As for bad chairs?  Well, you could probably invert the good list and come pretty close to the bad list.  With that said, these individuals typically tend to be individuals that do not understand the dynamics of how to run a board (inept) or tend to display narcissistic tendencies and find it difficult to share the spotlight. A bad board chair is likely to dominate meetings and close down dialogue prematurely.  They typically rule with a more dictatorial hand or demonstrate a total lack of leadership, which either forces the board down a path that others don’t agree with (no buy-in) or create boards that flail with no sense of purpose or strategy.  Unlike good chairs, they often have a shorter time horizon and focus on things that allow them to look good in their term but that may not be in the best interest of the organization in the long-rin.  Below are some of the specific qualities that I gathered about bad chairs:

A bad chair:

• Dominates meeting discussions
• Closes down dialogue and unwilling to gain other perspectives
• Allows a few people to control the Board meetings
• Does not build a common sense of purpose
• Allows board meetings to get bogged down into details
• Takes sole credit for the success of the board
• Forces decision making
• Short sighted (limited time horizon)
• Focused on short-term financial gain oriented
• Builds too many layers of bureaucracy
• Relies too much on the top c-suit, which is a skewed and unrealistic perspective

A final alternate perspective, which we will call the ugly option, is that the “board chair doesn’t matter”.  This perspective was unique and one that I hadn’t fully thought about when asking this question but the comment raised here was that it was all about the strength of the CEO.  The thought was that a strong CEO can prop up a weak board chair.  Certainly, as CEO, one does wield great authority and power with the board behind the scenes.  This option gives a nod to the idea that the CEO manages the chair behind the scenes and that the full board may not be impacted much (if at all).

However, this is also complicated given the increasing focus by Congress to ensure that there are adequate checks and balances within corporate governance structures (e.g. Dodd-Frank Wall Street Reform).  The challenge is creating a healthy dynamic between how close is too close between the CEO and the board chair.

Of course, the big question this all raises is what can a CEO do about a bad chair?  There’s probably another future article on that topic, however, here are a few schools of thought:

• Stop them from rising. I suspect this is the preferred approach that most executives and boards prefer to use, as it is the preventative approach.  Because most chairs matriculate from other officer positions, there is often time to survey what this person brings to the position and to build a coalition to block them.
• Let it ride. I used to have an old boss that had an overbearing chair and he would routinely come in saying “don’t worry, we will outlive them”. The first strategy is to just live with it, grin and bear it.
• Remove them. I personally have never seen this done (even though it should have been at times).  Boards by their natures are often times conflict adverse. Taking out a chair typically would only happen if the chair broke their fiduciary duty.
• Convince them to step down. Again, this one is not a likely scenario but is more of the coaching model, where the CEO or other members of the board coax the chair to step down and allowing them to save face.
• Mentor them to greatness. Similar to removing a board chair, I’ve never seen this done successfully.  Partially because the short time horizon that a chair is in office but also there is a power dynamic that makes this difficult (who is going to do the mentoring).  However, this option defines an individual on the board who works to coach the board chair in order to improve their leadership

So there you have it, the good, the bad and the ugly about board chairs.  The hard part is taking action to make sure that your board is led well and fostering an environment of board excellence.

 Dr. Devin Jopp is CEO of Future Focus Leadership, a consulting firm that transforms organizations through customized workshops and consulting services on corporate strategy, governance optimization, innovation incubation and organizational development services.   More information available at www.futurefocusleadership.com.  Contact us at 202-731-7126 or [email protected].