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Board Behaviours and People Problems
© 2006-2012 Dorothy Dalton
Tuesday 2nd October 2012
The Theory
Characteristics of best practice boardroom behaviours (ICSA)
a clear understanding of the role of the board;
the appropriate deployment of knowledge, skills, experience, and judgment;
independent thinking;continued
Characteristics of best practice boardroom behaviours (continued)
the questioning of assumptions and established orthodoxy;
challenge which is constructive, confident, principled and proportionate;
rigorous debate; a supportive decision-making
environment;continued
Characteristics of best practice boardroom behaviours (continued)
a common vision; and the achievement of closure on
individual items of board business.
The Reality
Recent research
Prof Andrew Kakabadse, Cranfield
80% of board members are not sure of their role
Prof Andrew Kakabadse’s research on board members globally (Sept’10)
47% of UK board members never discussed issues deemed ‘too sensitive’
70% of board members did not know how to raise difficult issues
Board Behaviours
Factors shaping board behaviours (ICSA)
the character and personality of the trustees and the dynamics of their interactions;
the balance in the relationship between the key players, especially the chair and the CEO, the CEO and the board as a whole, and between executive and trustees;
continued
Factors shaping board behaviours (continued)
the environment within which board meetings take place; and
the culture of the boardroom and, more widely, of the charity.
How important is diversity?
Board composition - Diversity
“Diversity in board composition is an important driver of a board’s effectiveness, creating a breadth of perspective among directors, and breaking down a tendency towards ‘group think’.”
Guidance on Board Effectiveness (Financial Reporting Council March’11)
Board diversity
It is important to consider a diversity of personal attributes among board candidates, including: intellect, critical assessment and judgement, courage, openness, honesty and tact; and the ability to listen, forge relationships and develop trust.
Diversity of psychological type, background and gender is important to ensure that a board is not composed solely of like-minded individuals.
FRC Guidance on Board Effectiveness March 2011
People Problems
Problem trustees Arriving unprepared for meetings Not attending Not accepting collective responsibility
and decision making Micro-managing or trustee(s) acting
as if they were staff Not understanding the ‘business’ of
the charity
Problem trustees Beaching confidentiality Not admitting to conflicts of
interest/loyalty Trustee dominating every
discussion or intimidating other trustees by very articulate, strongly expressed opinions
Not wanting to ‘rock the boat’ by addressing bad behaviour of fellow trustee
©2012 Dorothy Daltondalton.dorothy@btopenworld.com
020 8426 668607777 660356
www.dorothydaltongovernance.com
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