The key to attracting and keeping good directors is getting rid of the poor ones.
Ask any carpenters and they will agree: "You can't make a good board from rotten wood." Avid gardeners understand that to have healthy, productive trees and plants, they must prune - the first pruning cuts are for removal of dead and diseased branches.
The same principle is totally applicable to boards of directors. In fact, a key to attracting and keeping good directors is getting rid of the poor ones. Okay, this sounds like a strong statement. We don't suggest a cavalier expulsion of unwanted directors. However, it is undeniably true that the most capable people will either avoid a board or eventually leave if non-performers are permitted to remain as non-performers.
What You Can Do
Start carefully and with a positive expectation that people want to do their jobs well - they just need clarity about what that looks like. Proceed through these specific steps:
- Begin by discussing and agreeing upon the expectations of members of your board. You may want to initiate this by sharing a list of suggested expectations from an outside authority. Talk about how fulfilling each of these expectations contributes to the effectiveness of the board.
- Determine a process for addressing situations when a director fails to meet the expectations. It could begin with the Chair speaking to the person as soon as there is a concern or infraction, encouraging the person to give his best and reconfirming that he understands the expectations.
- Identify repercussions of negligence. For example, on a second incident, the Chair may speak to the person and give a written admonition, copied to the board. A third violation may trigger more drastic actions - perhaps even obligated resignation.
- Commit to implementation. Turning a blind eye or flippantly excusing invalidates the effort.
Through all of this, treat people with care. Remember, life happens to all of us. There could be very legitimate reasons for a person missing the mark. Be compassionate and understanding. At the same time, don't accept non-performance from a director for long. If you do, you may soon end up with a non-performing board.
Jim Brown is the author of the governance bestseller, The Imperfect Board Member, and a founding partner of STRIVE! www.strive.com