Tip #1 Have the courage to speak out as soon as you suspect a problem.
Things are more likely to go wrong when you avoid difficult conversations,” says James Birch
AM, chairman of the Australian Red Cross Blood Service.
“Problems don’t just go away.”
Tip #2 Speak honestly and openly
It’s important to be sensitive but, in my experience, I’ve found it’s much better to call a spade a spade – to be transparent and direct,” says Birch.
Tip #3 Take care to maintain Confidentiality
I believe that board members have an obligation to maintain confidentiality up to the point where they believe that something is outside the law,” says Doug Kimberley, chairman of integratedliving Australia. Christine Morris, a former banker and president of the Cohuna Retirement Village board, points out that confidentiality can be particularly difficult in a small community. “ Often community members will approach board members directly if they have an issue,” she says. “They must be encouraged to speak to management first.”
Tip #4 Be sure of your facts before raising a sensitive issue
You need to do your homework and be ready for tough questions,” says Morris. “ Encourage open discussion and don’t dismiss other people’s concerns.”
Tip # 5 If there’s an issue with another director, speak to the chairman outside the meeting.
This is a courtesy to the chairman and he or she may be able to resolve, or help resolve, the issue,”
says Alexandra Zammit, chief executive officer (CEO) of Thomas Holt.
Tip # 6 Consider mentoring or coaching for the whole board
In general I think that more attention needs to be paid to the fact that board members benefit
from professional and personal development,” says Birch. “ Just a few sessions of coaching
or mentoring can help to improve communication within the boardroom.”
Tip #7 Monitor the CEO.
Poor performance from the CEO is a common cause of difficult conversations,” says Birch. “ Boards can struggle with this because they’re not working in the company full time. If you don’t have a good and well-monitored set of key performance indicators (KPIs) in place along with overall good governance, you could find yourself at the mercy of a CEO who manages well upwards but not downwards.”
Tip #8 If you believe the chairman is performing poorly, tread carefully
Everyone should be mindful that the chair was nominated and voted in by the directors through due process,” says Zammit. “Directors need to be very careful in considering the relevance of a perceived problem and whether there is sufficient evidence.” Kimberley points out that, if a chairman is struggling because there has been a change in the environment and the demands of the role, he or she may well need help with understanding that. “Some chairman will welcome the feedback, though others may not,” he says. “I was once called in to act as a mediator where raising issues with
the chairman gave rise to a great deal of conflict. We were eventually able to resolve the issue by working together.”
Tip #9 Encourage open discussion about management by starting each meeting with
an in-camera session.
I think this helpful because it gives directors an opportunity to talk freely about issues and concerns,” says Zammit
Tip #10 Ensure that the board has covered off all of the basics of good governance
A good governance framework is vital, but it is only of value if all of the directors are familiar with
it, understand it and know exactly what is expected of them,” says Zammit.
Tip #11 Run a mini evaluation at the end of every meeting
Asking four or five questions about the way the meeting has been run gives directors an opportunity to raise concerns so that they can be dealt with promptly,” says Zammit.
Tip #12 Commit to regular full-board evaluations.
Many boards bring in a professional every one or two years,” says Birch. “ These impartial reviews are more likely to pick up underlying problems than, for example, an online self-evaluation.
A consultant can also have a quiet word with the chairman without embarrassing a director in front of the whole board.”
Tip # 13 Be on the lookout for conflicts of interest.
We have been in a position where we had to ask a board member to excuse himself so that the rest
of the board could discuss the issue openly,” says Morris.
Tip #14 Make it clear that you’re available to discuss directors’ concerns
“ A chairman must be prepared to have the difficult conversations,” says Kimberley.
“ That’s an important part of the role.”
Tip #15 Ensure that everyone on the board has an opportunity to contribute to a difficult conversation.
A chairman needs to be astute enough to see if things are skewed and, where someone is tending to
stay quiet, to find out why,” says Kimberley. “ It’s also important to have a word with directors who are dominating the discussion – to let them know they’re stopping other people from making a contribution. I think it’s best for both of these conversations to take place outside of the boardroom.”