Thanks NACD for a Great Board Evaluation Tool

A recent article titled “A Field Guide to Bad Directors” in the July/August 2018 edition of the NACD|Directorship Boardroom Intelligence magazine presented a thoughtful analysis of the types of Director bad behavior that diminishes, derails, or otherwise hurts Board performance, governance and oversight.  Many of us will read this article and immediately be able to name individuals we have worked with on Boards that sadly exemplify one of these 14 archetypes of bad behavior…and, even worse, sometimes we can identify individuals who act out multiple of these bad archetypes.  It is clear we all know and agree we don’t want these bad behaviors exhibited by our board members, but the question is what are we going to do about it?

I think the answer is including an analysis of board members against these archetypes as part of our board of director evaluation process.  The point of doing this analysis is not to kick board members off the board, but instead to give feedback to board members on behaviors they are exhibiting that are not acceptable nor wanted on any board.  I am confident many board members, maybe myself included, are unaware that we exhibit these bad behaviors, just like many employees are unaware they are exhibiting behaviors against the company culture, until their boss points it out to them.

Boards should not lack the confidence and courage to share with any board member when they are exhibiting these types of bad behaviors. In addition, board members should be open to this feedback, internalize it, not be defensive, and should work hard to eliminate these behaviors from their persona.  The result will be better performing board members, better performing boards, and, most importantly, better governance, oversight and risk management for the portfolio companies and the shareholders our board’s serve.

Hopefully board members are willing to give/receive feedback, and not be hypocritical when insisting company management be willing to give/receive similar feedback on their performance. Board’s with this level of transparency and courage will improve, and those who do not will stagnate and see performance reduction over time.

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