Conflict in the Boardroom
- March 12, 2020
- Executive Search, Governance, Insight, Leadership, Private Clubs
What happens when board members clash, causing conflict, disruption and moving the club backwards instead of forwards?
We outline the dangers of conflict, and advise on how to turn dispute into a positive, constructive outcome and ensure all board members are a true asset to the club.
Effective non-profit boards deliberate as many and govern as one. At least, that’s how it should work. Unfortunately, many club boardrooms up and down the country are more akin to a newsroom; rife with bickering, contempt, and dysfunction.
It’s understandable. Passions run high, these overtake rational, pragmatic logic and suddenly what is intended to be a progressive, forward-thinking environment becomes one paralyzed by indecision.
What should board leaders do in the face of these circumstances? Aside from preventing it from getting to this point, it’s imperative to restore levels of cooperation, deliberation and thoughtful leadership - quickly.
There are two ways of doing this: the first addresses the issues immediately and sets the standard both now and into the future; the second addresses the onboarding process, ensuring all board members are clear in what they are signing up for and what is expected (and not expected) of them at the outset.
The Boardroom Bible
The launch point for improving club governance and reducing boardroom conflict is a Board Policies Manual (“BPM”). Think of it as a boardroom bible, describing the sound principles and guidance for effective club governance.
Crucially, its guiding principles will mitigate any potential flare ups of conflict, and be the standards and expectations all board members sign up to. How? Just one example is the inclusion of specific, dispassionate requirements to support the decision-making process, based on data and insights, rather than allowing personal opinions and perspectives to creep in.
Its introduction will unite board members, clarify points of disagreement, and have everyone focused on what is truly in the best interests of the club, in any matter.
Setting the tone
Introducing new board members can inject a welcome sense of energy and perspective, providing you have the right people to do the job from the outset. There are three practical steps you can take to ensure this is the case:
1. Board Selection Criteria – Use an uncontested board election process. This requires a reliable Nominating Committee to recommend a slate of candidates in the same number as the number of board positions open.
Providing you have a highly respected and trusted Nominating Committee, known for their good judgement and integrity, you will recruit level-headed, pragmatic, forward-thinking individuals.
The key to a trustworthy election process is the trust and respect earned by those who serve in club leadership roles. Members’ respect of the individual members of the Nominating Committee will reflect in the overall trust of the committee’s work.
2. Board Code of Ethics – All board members should be provided with (and accept, in writing) the ethical requirements of board service. Such requirements typically include:
- Confidentiality and Non-Disclosure – Ensure board members are accountable for protecting the privacy of the board and its deliberations. Board members must be trusted by their fellow board members for their capability to be discreet and impartial.
- Conflict of Interest – Board members must avoid conflicts of interest and refrain from benefiting financially from the club’s contracting and procurement activities. Board members are expected to refrain from being a champion for self-interests in which the individual board member is a beneficiary, such as favorable tee times for certain categories of membership.
3. Business-like Governing Practices – Club members expect their board members to take a business-like approach to corporate governance. In fact, most reference points for governing practices tie directly to members’ experiences with boards of publicly traded companies, where board conduct and process is held to a high standard.
The same should apply here. Board disciplines such as the board’s function to speak as one unit and its authority to speak for the club are expected, as are financial reporting and disclosure standards.
In contentious times, some board members cannot be dissuaded from causing conflict within the boardroom.
You can put in place the tools to mitigate conflict, but these are only tools. Tools which require genuine leadership and execution from the board president and fellow board members to be effective.
“Going rogue”, or in other words disrespecting the duty of sound governance, should result in fellow board members confronting the rogue board member firmly and fairly. While there is tremendous value in a board member who sees a different point of view, if these views carry no weight or evidence under scrutiny, they can and should be challenged.
You can never legislate or plan for human behavior, but you can (and should) put control measures in place to keep board members focused on what matters. That’s what will make them a true asset to the club.