Making dysfunctional boards functional

This is a follow up to the article on board functions. This post offers practical guidance on addressing board dysfunction.

Some boards balance governance and strategy effectively. Most do not.

The typical pattern shows boards becoming progressively less functional. Frustration builds, trust erodes, and focus diminishes. When effectiveness reports are commissioned, they identify genuine problems that stakeholders largely agree on. Yet recommendations often fail to translate into change. Good people eventually depart. The company persists despite its board rather than benefiting from it.

The challenge isn't diagnosis — it's implementation. Reports accumulate information but lack mechanisms for prioritisation, decision-making, implementation, and reinforcement.

Suggested approach

Start with an accumulation and diagnosis phase. Gather stakeholder responses about board dysfunction through a collaborative 30-minute team session rather than extended individual consultant interviews.

The top 15 recurring issues include:

1. Ineffective communication with shareholders
2. Lack of trust and respect
3. Lack of right skills at board level
4. Board meetings are unproductive
5. Conflict between board members
6. Back channelling outside the board meeting
7. CEO and management frustrated with board performance
8. Lack of process to deal with complex and conflict laden issues
9. Lack of relationship between board members
10. People do not speak up in the board meeting
11. Strategy is not supported by all members
12. Board appointment process is ineffective and pulls from "mates"
13. Lack of onboarding process and information
14. Unclear strategic planning process
15. Unclear roles and responsibilities

Fixing the issues

Step 1: Distil long reports into an issue summary

Organise identified issues into a chain of causality linking systemic causes to operating symptoms to manifestations:

• Systemic causes: lack of trust, ineffective board appointment processes, conflict between members, lack of relationships
• Operating symptoms: unclear roles and responsibilities, lack of process for complex issues, lack of onboarding, people not speaking up
• Manifestations: ineffective shareholder communication, unproductive meetings, strategy unsupported, CEO frustration

Systemic issues create operating symptoms, which produce manifestations. Without addressing manifestations, they reinforce cultural problems cyclically.

Step 2: Create a new board process around this chain of causality

Embed this framework into board reports and agendas. Every few months, launch issues to resolve from this chain. Think of it as air traffic control — launching issues to resolve and removing them once complete. An empty chain won't be achieved; problems emerge continuously with growth.

Step 3: Prioritise the right things, at the right time, with the right processes

Start with "the middle" — structural and managerial process issues — rather than tackling systemic causality directly. Solving middle-column issues causes cultural and manifestation problems to dissolve.

Some outer-column issues may require short-term "arrest" activities to build trust or reduce frustration, but lasting solutions demand resolving middle-layer items.

Step 4: Agree the "how and who" as part of the prioritisation and launching process

When launching an issue for resolution, ask:

• Do we have capability and capacity to solve this now?
• Do we need specific process scaffolding to move from complex problem to clear plan to implementation?
• Who comprises the team with authority to decide yes and no? Who requires cooperation? Who are the influencers?

Decisions often fail because "how" and "who" receive insufficient upfront attention.

Step 5: Make it an operating rhythm — 'just the way we do things around here'

Embed this approach into regular board process — quarterly or biannually — with three components:

1. Launched issues: updates from accountable parties. Where are things? What information matters? What questions exist?
2. Unlaunched issues still in chain: do we have capacity to launch something new? Which issue, and who's required?
3. QDD — questions, doubts and disagreements. Board members write these down, but ask questions first. Doubts typically represent unanswered questions. Address those before entertaining disagreements — 9 times out of 10, questions resolve the uncertainty.

Things to consider

External consultants should conduct initial issue accumulation. Internal bias and missed items arise when organisations self-diagnose.

It's difficult to play a game and referee simultaneously. Employ external facilitation support for early meetings or appoint a non-participating director to drive the process without playing actively during facilitation sessions.