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Difficult Board Members Require Special Handling - But What?

How do you deal with a board member who is "difficult?"

This question was asked at a recent webinar, now available on-demand: "CFO to Chief Trusted Advisor: Earning that Role with Your CEO"

Please add your thoughts about it below. Thanks!


Topic Expert
Blair Cook
Title: Partner
Company: Executive Finance
LinkedIn Profile
(Partner, Executive Finance) |

As someone with experience working as and with board members in activist situations, we are often considered "difficult" - at least initially. Why? Mainly because we ask a lot of questions and we challenge management's current approach. Usually, after working with us for a few quarters, we gel better with our fellow board members and management. Some even come to appreciate the difference in perspective that we bring.

When you are dealing with "difficult" directors, appreciate the diversity of thought, first and foremost. No board or management team is above answering to simple business principles.

Those directors that are most difficult are often those that care the most and are doing the most work. Meet with them one-on-one to understand the challenges. Are you giving them the right information? Where do they have concerns? How can we engage them outside of the Board room to keep the director meetings productive?

If a director is just being difficult because its their personality, then its up to the Chairman of the board to speak with the individual and resolve their differences. While debating issues and vantage points is healthy, eventually it can become counterproductive and it's a board responsibility to monitor their own degree of effectiveness and act accordingly.

Topic Expert
Scott MacDonald
Title: President/Owner
Company: AlphaMac Resources, Inc.
(President/Owner, AlphaMac Resources, Inc.) |

I guess I would have to understand a little more about how they are being difficult. Are they asking tougher questions that the rest of the board? Is that why there is a perception they are "difficult"? I agree with Blair that a meeting with the board member might be in order (assuming the Chairman/woman is OK with it).

Unfortunately, there are some board members who have become successful by being "difficult" with everyone they meet. They also tend to use this attitude to prove they are above you or better than you. That is a little "old school" for me, but I can deal with it. As long as I have the answers, then I just roll with their attitude.

Mike Haile
Title: Founder
Company: Haile Consulting Solutions
(Founder, Haile Consulting Solutions) |

It really depends on the definition of "difficult." If it's the behaviors that Blair described then I would not consider that to be difficult because, in my opinion, every board member should be able to ask questions and challenge the status quo, otherwise there is a danger that the business will stagnate and strategies will not evolve. It's fine to challenge the status quo as long as the challenge is well justified and thought through. If the member is being difficult, for the sake of it or to boost their ego then, that's a different issue.

Topic Expert
Wayne Spivak
Title: President & CFO
LinkedIn Profile
(President & CFO, |

At one firm I was involved with, a board member created a difficulty by submitting excessive expenses for attending board meetings.

There was no thought in finding less expensive hotels, car rental companies or flights. His stay was in excess required for the meeting (our board members came in the night before and left after the meeting, he was staying two nights), as well as additional hotel bill charges that clearly were not the companies responsibility to reimburse.

Add insult to injury; the company was running at a loss.

I had the President (also a board member) have a private word with him; and it corrected the behavior.

Sometimes all it takes is a frank discussion.

Beatrix Aroni
Title: CFO
Company: Nedbank Malawi Limited
(CFO, Nedbank Malawi Limited) |

Blair is right. Most often the difficult Board member has a passion for the business and wishes the company well. If it is a personality issue, one must find a way to manoeuvre and key is to have constructive conversations with such board members.

Mark Matheny
Title: VP - FInancial Planning and Analysis
Company: Novolex (formerly Hilex Poly)
(VP - FInancial Planning and Analysis, Novolex (formerly Hilex Poly)) |

Find a Board member that can help you with the situation. You should make sure this person sees things as you do. Decide on a course of action.

(CFO) |

To these comments I might add: Don't ever forget, they are the board. Love them or hate them, they are an empowered component of the organization.

To do otherwise suggests entrenched management. A bunch of execs who think the company is theirs to operate as they see fit.

It's not. It belongs to the shareholders/private owners. And they elect/select the board to represent their interests in the venture.

Don't be one of the power mad, top managers. Offer you studied advice and counsel. Preferably in a public setting. But, be prepared to have it dismissed or ignored and to move in the direction the board directs. If they are wrong, time will show that and, perhaps you can once again offer a different suggestion of your own.

There is a reason I find myself on the side of shareholder activists these days. And, this question hits at the heart of it. It isn't the OP's company. He/she is beholden to that board that is beholden to the shareholders.

Isolating a board member with a "difficult" label and seeking advice in how to counteract him/her shows a level of arrogance and self righteousness not befitting of a professional manager.

Few things make my blood boil as much as top executives acting as though the entity belongs to them and they are beyond reproach. They need to answer to the board and, thus to the shareholders who are the actual owners of the company. If you can't justify your position, don't assume you are "right" and others are wrong.

If you feel really strongly, you are free to leave and start your own, competing company.


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