What’s the cure for a board hangover?
Wednesday, March 02, 2016
A hangover usually refers to "discomfort from overindulging." More recently, it is the name of a movie about a bachelor party gone wrong in Las Vegas.
But a hangover should not describe a board or any of its directors.
In governance, a hangover is caused by a bad experience, bad behavior or a bad year. It can be recognized by a statement such as, "I don't trust you because last year I remember what a problem we had."
For instance, the prior year of board service was characterized as distrustful and unproductive. Directors complained they had no power while others seemed to have too much power. Meetings were characterized by trivia rather than achievement.
Most directors are able to get over the past and focus on the future. For them, a bad year is chalked up to experience.
But some directors can't let go. You recognize it in their emails, their body language at the board table and in their comments about feeling "left out" or disheartened by the processes. They are the "hangovers."
So what's the remedy for these hangovers?
In science, there is little agreement on treating a hangover. In governance, letting go of the past and addressing the behavior may use varied approaches.
Guiding principles: Many boards agree on a set of principles or values to guide their actions. Check to see whether they include values such as communications (avoiding secrets), transparency (access to information) and collaboration (working as a team). If there has been a breach of the principles — for example, secrets kept by the officers or staff — encourage open discussion about the concerns. The principles should frame board decisions.
Listen: When directors feel an injustice, take time to listen. Their feelings can't be "swept under the rug." Convene a meeting — outside of a duly-called board meeting — in which directors and staff are invited to speak openly and address concerns. The process of venting may be what it takes to move past the hangover.
Future focus: A board's job is to guide the future. If some directors insist on looking in the rearview mirror, basing decisions on the past, it will be injurious to progress. Reach agreement that directors' focus should be on the future, not the past. Suggest the theme "Vision 2020" to drive discussions rather than talking about last year.
Use dashboards: If distrust or misinformation is the problem, consider better reporting methods. Set some performance measures around the problems and commit to openly reporting. For example, if the board distrusts meetings of the executive committee, offer reports immediately following decisions. If finances were the concern, provide access to budgetary information. Identify a few areas the board wants improved performance and report on them with agreed-upon metrics and dashboards.
Call a spade a spade: It's possible that some directors simply can't let go. In that case, they will be unable to focus on the future and to carry out their fiduciary duties. The board chair or officers should have a friendly chat about the problem. If the change in behavior seems futile, maybe there is a better role for that person or it's time to let go so the leadership can move on.
Hangovers — directors who can't move forward because of past digressions in the organization — need to be addressed. Transform distrust into an environment that embraces collaboration, communication and transparency to move forward.
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