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Boardroom Conflict: How can you avoid or deal with it?

An effective board seeks to stimulate the flow of ideas, identify key issues, consider alternatives and make informed decisions. To do so requires often-vigorous debate, which can sometimes turn into conflict, but there are many more reasons for issues to arise. Such disputes must be dealt with as soon as possible, since if left unresolved, they […]

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An effective board seeks to stimulate the flow of ideas, identify key issues, consider alternatives and make informed decisions. To do so requires often-vigorous debate, which can sometimes turn into conflict, but there are many more reasons for issues to arise. Such disputes must be dealt with as soon as possible, since if left unresolved, they can undermine the board’s effectiveness and the organisation’s performance.

Most organisations will have policies and procedures to deal with complaints or grievances by customers, staff and the public, there is often a reluctance to deal with conflicts in the boardroom.

Such conflicts include those:

  • Between directors;
  • By a director regarding a board policy, process or procedure; and
  • By a director regarding a resolution of the board.

Tension is not necessarily harmful, defining it as “disagreement that is often uncomfortable, but which can be resolved by healthy debate.” Conflict, on the other hand, is “aggressive tension that escalates to an extreme and unresolvable level.” While tensions are a positive – and indeed necessary – force for all effective boards, conflict tends to be detrimental.

Be emotionally aware

Boardroom conflict manifests itself in a number of different ways: passive aggression, emotional responses, repetition, overtly interrogative questioning and physical behaviours such as leaving the room, slamming doors and even resigning. Tension shows itself as robust debate, open exchange of information, discussion of difficult issues, diverse perspectives, questioning and engagement.

Broadly speaking, there are two types of tension: cognitive and emotional. Cognitive tension can occur during discussions about how to improve results, for instance, and may lead to constructive conversations and solutions. Emotional tension tends to focus on personal differences or performance problems, resulting in conflict when the possibility of constructive dialogue vanishes.

An example of a conversation involving cognitive tension would be: “I don’t think that’s the best way to achieve our goal. Can you think of alternatives?” By contrast, one involving emotional tension would sound more like: “That’s a bad idea – you haven’t understood anything. Your proposals always lead us to failure.”

Two principles of emotional intelligence can help to address the latter type of conflict: the first is to recognise that emotions lie behind some disagreements; the second is to understand their impact on board members’ thoughts and actions. Once that awareness is there, further steps can be taken.

Use corporate governance to set ground rules

Good corporate governance practices are intended to increase the value of company, facilitate access to capital and contribute to its continuity.

Poor governance can be an issue in many emerging markets that worries investors. In many businesses a lot of the conversations take place outside the boardroom, over dinner or lunch. But we are seeing more and more companies, particularly larger ones, wanting to know more about corporate governance. Some now have very good practices in place.

Having a formal shareholder agreement that sets out rules covering how the business is run, including key issues such as succession-planning, can help to prevent boardroom infighting and protect business value.

Nip conflicts in the bud

While a good board is one with ‘managed’ tension, a dysfunctional board allows unresolved tension to fester and escalate into conflict situations. Various triggers exist, such as underperformance and the manner in which board members address one another. What is more, tension can transform into conflict quickly. The tipping point is almost always the result of a situation becoming emotionally charged.

Direct, interrogative and aggressive styles of questioning are often recognised as triggers for conflict. Similarly, concerns which are not listened to, or are not heard, often plant the seeds of future conflict. It is, therefore, important to deal with potential conflicts rapidly to avoid an irreparable breakdown of trust and loss of respect.

Disagreements should be openly discussed. Robust debate, open dialogue and tackling uncomfortable issues head-on explicitly benefit boards’ decision-making and actions. However, the research findings challenge the fundamental assumption that conflicts should always be aired, discussed and addressed in the boardroom.

In general, strategy and decision issues are more appropriately resolved inside the boardroom. Techniques for managing tension and minimising conflict include:

  • Explicitly acknowledging concerns during board meetings
  • Face-to-face conversations
  • Depersonalising tension by reminding board members of their ‘higher purpose’.

Conflict, on the other hand, is most effectively resolved in informal dyadic meetings outside the boardroom. One way for the CEO resolve these tensions is to hold short one-to-one briefings with each board member before meetings to get a better idea of their main concerns. In this way, issues that have the potential to stir up strong emotions can be identified and managed before they escalate into boardroom conflict.

Ultimately the best decisions are reached when there is a transparent exchange of information, when concerns are fully aired and multiple, sometimes conflicting, perspectives are offered. Often boards need someone who can draw together all the disparate strengths of board members to facilitate effective teamwork.

Put plans in place

The open and honest exchange of views – even where there is disagreement – is the sign of a healthy board. Disruptive conflict is most likely to occur when disagreements are left unaddressed and unresolved. This can also be the case where directors’ disagreements become personal, making it harder for them to find any middle ground. The financial impact of such discord is often significant for the company and exhausting for all concerned. It can cause an irreversible breakdown of boardroom relationships and reduce the value of the business.

Those leaders who seek to build their business on strong governance foundations, improve diversity, take expert guidance and support open dialogue at all levels are more likely to prevent the most damaging bust-ups.

This  post  draws  from  content  originally  shared  by Grant Thornton, Effective Governance, and Kakabadse. It  has been edited and synthesized for length and relevance to TBR Africa members.

Building a forward-looking board

Governance arguably suffers most when boards spend too much time looking in the rear-view mirror and not enough scanning the road ahead. Today’s board agendas, indeed, are surprisingly similar to those of a century ago, when the second Industrial Revolution was at its peak. Directors still spend the bulk of their time on quarterly reports, […]

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Governance arguably suffers most when boards spend too much time looking in the rear-view mirror and not enough scanning the road ahead. Today’s board agendas, indeed, are surprisingly similar to those of a century ago, when the second Industrial Revolution was at its peak. Directors still spend the bulk of their time on quarterly reports, audit reviews, budgets, and compliance—70 percent is not atypical—instead of on matters crucial to the future prosperity and direction of the business.  This article discusses ways to achieve the right balance.

The case for change

As executive teams grapple with the immediate challenge of volatile and unpredictable markets, it’s more vital than ever for directors to remain abreast of what’s on (or coming over) the horizon.

The length of CEO tenures remains relatively low—just five to six years now. That inevitably encourages incumbents to focus unduly on the here and now in order to meet performance expectations. Many rational management groups will be tempted to adopt a short-term view; in a lot of cases, only the board can consistently take the longer-term perspective.

Roll back the future to access top board members

Too often, vacancies on a board are filled under pressure, without an explicit review of its overall composition. An incoming chair should try to imagine what his or her board might look like, ideally, three years from now. What kinds of skills and experience not currently in place will help fulfil the company’s long-term strategy? What, in other words, is the winning team? A willingness to look ahead expands the number of candidates with appropriate skills and heightens the likelihood that they will sign up if and when they become available.

Define the board’s role clearly

The familiar roles of a well-functioning board—such as setting strategy, monitoring risks, planning the succession, and weighing in on the talent pipeline—are easy to list. But in practice, things are never simple. CEOs and their top teams, for example, are often touchy about what they see as board interference. Equally, weighty boards with years of experience and members used to getting their own way are frequently frustrated because they can’t intervene more actively or their advice is ignored.

It’s critical to defuse these tensions at the outset by clearly defining the board’s role and establishing well-understood boundaries. Unless roles are clear, the relationship between the CEO and management, on the one hand, and the board, on the other, risks devolving into misunderstandings, loss of trust, and ineffectiveness. An annual discussion between the board and management, perhaps including a written letter of understanding setting out the roles of each party, is always a productive exercise.

Get your board to work harder

The 10 or 12 days a year many board members spend on the job isn’t enough, given the importance of their responsibilities. Several well-performing boards prescribe a commitment of up to 25 days of engagement for nonexecutive board members.

Some of that extra time should be spent in the field. Boards seeking to play a constructive, forward-looking role must have real knowledge of their companies’ operations, markets, and competitors. One big international industrial company requires all its board members to travel with salesmen on customer visits at some point each year. Other companies ask their directors to visit production and R&D facilities. The chairman of a manufacturing company adds that “You can’t fully understand the business, analyze the competition, review succession plans, visit a company’s facilities, travel with salespeople, and set strategic goals by working a handful of days.”

How can companies achieve the right degree of commitment? Higher pay will not be the answer, even if there were no governance watchdogs who would doubtless conclude that directors are already well paid or at least rarely need the extra money. What does actually help is a board environment that it encourages participation and allows board members to derive meaning, inspiration, and satisfaction from their work. The reward for individuals will be an opportunity to enhance their reputation for good boardroom oversight, to strengthen their personal networks, and to influence decisions.

Putting the board’s best foot forward

The best boards act as effective coaches and sparring partners for the top team. The challenge is to build processes that help companies tap the accumulated expertise of the board as they chart the way ahead. Here are four ways to encourage a forward-looking mind-set.

1.Require the board to study the external landscape.

To be able to challenge management with critical questions, a company’s directors should regularly compare internal performance data with those of their competitors across a range of key indicators.

2. Make strategy part of the board’s DNA.
The central role of the board is to cocreate and ultimately agree on the company’s strategy. In many corporations, however, CEOs present their strategic vision once a year, the directors discuss and tweak it at a single meeting, and the plan is then adopted. The board’s input is minimal, and there’s not enough time for debate or enough in-depth information to underpin proper consideration of the alternatives.

What’s required is a much more fluid strategy-development process: management should prepare a menu of options that commit varying levels of resources and risks. In this way, board and management jointly define a broad strategic framework, and management defines options for board review. Finally, during a special strategy day, the board and management ought to debate, refine, and agree on a final plan. “At the beginning of the annual planning process, the board’s role is to help management broaden the number of strategy options,” says the chairman of a large transportation company. “At midyear, it is to discuss strategic alternatives and help select the preferred route, and at end of year, it is to make the final decision to implement.”

3. Unleash the full power of your people.
Forward-looking boards are powerfully positioned to focus on long-term talent-development efforts because they understand the strategy and can override some of the personal ties that cloud decision making over appointments. Divisional managers, say, might be tempted to hang on to high performers even if the company’s interest would be to reallocate their skills and experience to a business with more potential.

Many forward-looking boards hold annual reviews of the top 30 to 50 talents, always with an eye on those who might eventually be suitable for key executive roles. Here’s how the process works in one manufacturing company. Each executive director selects, for presentation to the board, three to five promising managers. The board gets a photograph, information on their educational background, and performance reviews over the last three years. The presenter organizes the information on an evaluation grid showing categories such as performance, leadership, teamwork, and personal development. The directors then spend 10 to 30 minutes on each person, discussing key questions. How can the company coach and develop talented people? What personal and professional development opportunities, such as an international posting, might help broaden an individual’s experience? What are the potential next career steps? In addition, during corporate projects, client gatherings, and trade shows, directors should take any opportunity to meet—and assess—upcoming executives and fast trackers informally.

The key is that the board must agree with management on a sensible approach to reviewing executive talent. Appointing a board member with a successful people-leadership track record to lead the effort is one way of boosting its impact.

4. Anticipate the existential risks

Every company has to take significant risks. But while it has long been understood that overall responsibility for risk management lies with boards, they often overlook existential risks (e.g. cybercrime, insider trading, or corruption). These are harder to grasp—all the more so for executives focused on the here and now—yet harm companies to a far greater extent than more readily identifiable business risks.

The best way may be to tap into the concerns and observations of middle management, the group most likely to be aware of bad practices or rogue behavior in any company. Boards have a duty to ensure that management teams pursue bottom-up investigations (through confidential questionnaires, for instance), identify key risk areas, and act on the results.

Forward-looking boards must remain vigilant and energetic, always wary of bad habits. An objective 360-degree review, built on personal interviews, is generally a much better option than the box-ticking self-evaluation alternative. Winning boards will be those that work in the spirit of continuous improvement at every meeting, while always keeping long-term strategies top of mind. Only by creating more forward-looking boards can companies avoid the sort of failures witnessed during the last financial meltdown the next time one strikes.

This post draws from content originally shared by McKInsey and Company. It has been edited and synthesized for length and relevance to TBR Africa members.

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Joining the boards of a different type of business than your core industry can help establish your influence in another. On your resume, board posts indicate high-level decision-making skills, strengths in collaboration and governance, management acumen and responsibility. All this raises your profile significantly, strengthening any future job search.

Besides the potential for being personally rewarding, being involved at board level in a business or non-profit is evidence of thought leadership, industry knowledge, experience and desirability as an employee/executive. It’s a great professional development step. It’s a key move for building your personal brand and increasing your perceived value to your own firm, to the industry and to those seeking to hire you.

Preparing a traditional cv or resume is something that we are all pretty familiar with. However, whether you are a new or aspiring company director, when it comes time for you to prepare a resume for a board position, there are some particular things that you should cover.

1. Know your audience—tailor it to the organisation

Before you begin writing, it is essential that you first fix your audience in your mind. Now ask yourself: “What will be most important to the nominating and governance committees that will be selecting and interviewing candidates to fill vacancies of the board of directors?”

  1. Know your audience and be clear about who you are writing your resume for. Research current members—are they missing key skills you can offer for this company and industry? Are you experienced in a synergistic industry into which they may want insight? For example, telecommunications and financial services increasingly overlap in the African context.
  2. Identify what is most important to your audience in relation to the open position
  3. Structure your resume to demonstrate your relevant leadership skills, knowledge, skills, and networks in a context that makes sense and is relevant to the directors receiving your CV

What are the factors that are most important for a board seat? The answer will vary according to the company or organization that you are targeting, but some of the most common experiences, areas of expertise, and qualifications that you may want to emphasize include:

  • Visionary leadership and executive oversight experience
  • Goal-setting and strategic planning skills
  • Proven value as a strategic advisor
  • Proven ability to work collaboratively within a multidisciplinary group
  • Strong communication skills and ability to build consensus
  • Industry expertise
  • Financial acumen
  • Demonstrated problem-solving abilities
  • Fundraising abilities
  • Public/community relations and experience as a spokesperson
  • Other board interaction experience, internal governance experience, or committee work

When you write your board of directors’ resume, you should selectively include and emphasize accomplishments and past experience that show how you have demonstrated these traits and skills in action.

2. Don’t just list the activities you’ve done or the inputs you’ve managed.

Expertise in “Leading software companies through IPOs, VC and equity fundraising campaigns, and mergers and acquisitions” is far more powerful and compelling than simply stating that you have “15 years of experience in the software industry.”

Ask yourself the “so what” question’. A few examples to demonstrate this:

Instead of: Team lead for the XYZ project.
Consider: Implemented the XYZ system delivering on the projected $X in savings.

Instead of: Answered customer questions.
Consider: Contributed to customer retention rate of 98% by providing authoritative and complete answers to questions.

Instead of: Managed $150,000 business unit.
Consider: My $150,000 business unit grew revenue by 27% year-over-year, with a profit growth of >15% annually, and increased market share from 15% to 35%.

3. Stick to relevant education and qualifications

Use this section to note significant and relevant education that you have completed and any qualifications received. Remember to keep it relevant. It does, however, benefit you if you have had previous formal governance education (e.g. if you have completed TheBoardroom Africa’s “Open Doors” accredited training) so be sure to include it if you have completed it.

4. Raise your profile

If you aren’t fully committed to building your personal brand yet, it’s time to go all-in. When done right, you are able to establish yourself as an authority, create an authentic voice and attract business through transparency and expertise.

One easy way—use LinkedIn. Rather than just re-post someone else’s content, commit to regularly writing some long-form content exclusively for your LinkedIn profile. By turning comments into conversations, you engage with your audience and establish yourself as an authority.

Join professional organizations or attend industry conferences or speaking at them. As a TBR Africa member, we’ll also work to actively identify opportunities for you to elevate your voice and are happy to re-post and re-share your work with the broader TBR Africa network.


This post draws from content originally shared by Uber Brands, Get on Board Australia, as well as a LinkedIn post by leadership expert Michelle Dumas. These posts have been aggregated, edited and synthesised for length and relevance to TBR Africa members.