Boardroom Disputes

THE ISSUE

I was asked to help in a board room dispute where the Chairperson and a board member weren’t seeing eye to eye.

I felt that the best approach was to have a facilitated discussion (rather than a full blown mediation) so I spoke to each of the parties separately. I agreed with them that the process was confidential and that they would work with me to see if a workable solution could be found. I explained that this was a more flexible process than mediation but I felt it better suited the circumstances.

I met both parties separately. The Chairperson felt that the director was undermining them, insisted on talking on all agenda items, raised AOB matters to try to get items through the meeting without proper notice or discussion and generally was disruptive at meetings. The Director felt that the Chairperson didn’t listen; was precious about the agenda; wanted items at the board meetings to go  through on the nod and didn’t like discussion or dissenting views.

Having met both parties separately I arranged to meet them together. When they met there was little love lost between them. I asked the Director to outline their issues while asking the Chairperson to say nothing but to take notes on high level issues raised. The Director was very frank in their views and the Chairperson found it hard to remain silent. When the Director had finished I then asked the Chairperson to tell their side of the story which they did.

It was clear during the recounting of both stories that the Chairman and Director were different characters and saw things from different angles. My role was to see if I could help them to come up with a workable solution to square the circle of their relationship.

Both people weren’t happy with the current relationship and both were willing to make an effort to make their encounters more fruitful.

THE SOLUTION

They agreed that probably the best way forwards was to build a framework to surround their relationship putting structures in place for regular communication and opportunities to exchange views and ideas.

They teased out an agreement whereby they would have a regular meeting between board meetings at which both parties would be able to bring up topics of interest to them and views exchanged. If the Director wanted an item on the Agenda they would raise it with the Chairperson explaining their reasoning. The Chairperson could then get information in sufficient time to give to all of the Directors in good time prior to the meeting. It was agreed that the opportunity of a “one to one” meeting with the Chairperson would be available to any director who wished it to ensure good governance and equal and transparent treatment to all board members.

It was agreed that there would be Board training in good governance and good board manners. The necessity of the board to act as a team being open to robust discussion and debate and coming to decisions in the best interests of the organisation. The process of the submission of items for the agenda, the circulation of papers, the approval and circulation of minutes would be reviewed at the training and a new process put in place.

I offered to meet the parties after a three month period to see how things were working out.

When I contacted the parties three months later both were happy that the arrangements were working well and they didn’t require a further meeting.