What do board members do? That is a question I kept asking myself until I got the opportunity to sit on the board.
By far, corporate governance is about trust, ethics, and adding value to the company you serve. However, some board members can turn the boardroom into a nightmare. These “directors from hell” miss meetings, derail meetings, ignore the rules, and damage the company’s strategic direction. They jump in to add their voice on matters they have not taken time to even read the board papers!
Below I explore the traits of such directors and the practical challenges they create.
- The Single-eyed (wo)man in the room
This director wants to control every discussion, they are the dominators. They constantly interrupt others, pushing their opinions hard and feeling surprised that others are not listening to them! They think their ideas are the only correct path. You have probably experienced such directors. These kinds of behaviour kill open to debate, prevent other board members from sharing insights and demotivate many. This practice often leads to poor decision-making.
If the Chairman is weak, this kind of dominant member turns meetings into one-person shows. Other directors, even if they have great ideas, are silenced. As a result, critical issues may be overlooked, and potential solutions are missed.
Expert insight: The chair must step in, setting clear rules for discussions. Give everyone a chance to speak and ensure that debates are constructive. On one of the boards I served, a Priest was the Board Chairman. He ensured that he gave each board member to contribute to the issue, giving equal airtime. This helped get the “quiet” members to open up during their slot and brought life to the boardroom.
- The Yes-Sir or Yes-Mom director
These directors agree with everything the CEO or the Chairman says or what the majority supports. Such directors are conformists, they avoid conflict at all costs, nodding to every proposal without critically examining it. While they might seem easy to work with, they are dangerous for governance. The last thing you want is someone who will support all of your proposals.
Usually, a board with that kind of director becomes a rubber-stamping entity, failing to ask tough questions. The board is an independent structure that must hold the executive accountable for their decisions. However, if the board lacks independence of thought, a lot of value may be lost in the bad decisions by the executive leadership. Risky projects get approved without proper scrutiny, leading to potential financial losses or reputational damage. You have probably witnessed lots of value lost in poor procurements because the board did not understand the project in the first place, and to save face, they just approved. That is the last kind of director you want to have on your board.
Expert insight: Encourage board members to challenge ideas. This means, giving them adequate training. Having technical skills is not enough. Directors must be trained in critical thinking, board dynamics and of course their roles and obligations. Promote a culture of respectful disagreement. The chair should create an environment where questioning and debate are seen as strengths, not disruptions.
- The ‘jacket on the chair’ or Ghost Director
This director is always missing. I served on a board where I never got to meet two of the directors. It is these kinds of directors that caused the requirement for the minimum times a director must attend scheduled meetings else they forfeit their sits on the board. Directors add value at board meetings. So when a board member skips meetings or, when present, contributes nothing of value, they are as good as useless. Such directors are more interested in the prestige of being on the board than actually helping the company succeed. Most of the time, directors who look forward to earning from their role on the board, usually tend to behave like ghosts ones, as they get “into the jacket” of the executive easily.
The absence of board members creates gaps in expertise and perspective. Important decisions are made without their input, leading to weak oversight. When crucial votes come up, their lack of engagement weakens the board’s effectiveness.
Expert insight: Set expectations for attendance and participation. Conduct regular board evaluations. If a director consistently fails to meet their obligations, the board chair must have a frank conversation about their future on the board.
The Conflicted Director
I hate being a board member because that is when you get to see the many opportunities available. When you are in business, especially ours of consulting, you expose yourself a lot when you serve on the board. There is a think line of remaining conflict-free.
Either you know someone who can implement the project before the board. You easily fall into the trap of bringing hidden agendas into the boardroom. Most of the time, such a director has personal, business, or financial ties that conflict with the company’s interests. They will push for decisions that benefit their interests rather than the company’s goals. Conflict of interest is a big threat to good governance.
This creates a toxic environment where decisions may not align with the company’s best interest. It damages trust among board members, stakeholders, and investors. It can also expose the company to legal and ethical risks.
Expert insight: Enforce strict conflict-of-interest policies. Directors must declare potential conflicts upfront and recuse themselves from related discussions. Transparency is key to maintaining trust and integrity in the boardroom. Do ongoing conflict of interest declarations.
By far, corporate governance is about trust, ethics, and adding value to the company you serve. However, some board members can turn the boardroom into a nightmare. These "directors from hell" miss meetings, derail meetings, ignore the rules, and damage the company's strategic direction. They jump in to add their voice on matters they have not taken time to even read the board papers!
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I always tell my students that two people in the company can make or kill corporate governance: the Chief Executive Officer and the Board Chairman. The CEO may influence director appointments; fail to prepare board papers in time present sub-standard ones or even poorly facilitate the board. The Chairman may see all these and just keep quiet!
A strong chair is essential to handle these board members effectively. The chair must set clear expectations, manage meeting dynamics, and promote open communication. Regular board evaluations can identify issues early, allowing the chair to address problematic behaviour before it becomes a serious threat to governance. “Directors from hell” disrupts governance and puts the company at risk. Identify these traits early and address them head-on. The boardroom should be a place of debate, strategy, and progress. When managed well, even the most challenging directors can be guided toward adding value.
Good governance starts with the right people in the boardroom. Choose wisely, manage firmly, and always keep the company’s best interests at the forefront.
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