Difficult Board Members Require Special Handling - But What?

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.

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.

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.

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.

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.

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.