Having been both a board member and a mediator specialising in helping parties maintain a post-mediation relationship I've observed a number of characteristics of conflict as well as elements that should be addressed to ensure healthy communication around the Board table.
The common denominator in all of my mediations at the executive level is how late the issue has been left before being addressed: the two directors sitting in adjoining offices who won't speak and who only communicate through colour - coded emails in BLOCK CAPITALS; the two directors of a company who'll only sit in the room together with a witness present; a mediation three years after the arrival of one director who admitted he'd decided in week one that he had a problem with his fellow director. This dysfunctional behaviour has adverse consequences for colleagues, employees and customers - so all directors have a duty to ensure that negative conflict is addressed and resolved sooner rather than later.
The role of the Chair
My main learning point about preventing negative conflict arising around the Board table in the first place is the absolutely critical role of the Chair in creating the right culture for open debate and accountability. It's important that the culture of the Board is one in which challenge and tension - healthy tension that is - can be aired. Indeed the UK Corporate Governance Code states that 'an effective Board should not necessarily be a comfortable place. Challenge as well as teamwork is an essential feature'.
Ian White, a founder of The Board Effectiveness Guild and my fellow author of Volcano Insurance: The Proactive Approach to Avoid, Manage and Resolve Disputes, observes that many Boards aren't open and accountable. Instead there's a preponderance of passive aggressive behaviour that exhibits itself when matters are urgent and when it's perhaps too late to rectify a particular situation.
Therefore much rests on an effective Chair to:
- create the right environment for challenge to thrive as part of forging an effective Board
- enable healthy conflict and debate
- sense discomfort of individual Board members and talk to that Board member to understand the issue and address it
- deal with negative conflict early and decisively, for example by having offline discussions with Board members to resolve emerging conflict
- foster trust between Board members, thus enabling them to speak with candour and have the confidence to raise issues
- follow the mantra of management guru Peter Drucker to listen first, speak last. The Chair needs to ensure that every Board member is given the opportunity to speak on matters being discussed at Board
Board members and new behaviours
Board members have responsibilities too, primarily the need to recognise that being on a Board requires two key components: integrity and courage. You're not on the Board to be popular, nor to cater to people's sensitivities, but to act in the best interests of the organisation.
Negative conflict in teams, including Boards, isn't typically about personality clashes. In my experience 99% of disputes are caused by a lack of clarity on strategy/purpose, roles, responsibilities and, lastly, relationships. But even where personality clashes exist ways of working and behaviours can be agreed (either by the Chair, or a mediator) that enable both parties to work together productively, and re-create trust over time.
In resolving issues through mediation at Board level new behaviours have to be agreed and then actioned and, like in physiotherapy, the new behaviours have to be practised over a lengthy period to replace negative emotions and reactions that had become hard wired, often after long periods of conflict.
Mediation at Board level can be effective and productive, in contrast to many commercial mediations where the parties reach a settlement but don't do business thereafter - often throwing away many years of knowledge and mutual benefit. My most successful outcome of a mediation at Board level was when the Board agreed that the 'problem' director should be appointed as the new CEO!
