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How to Build a More Effective Board of Directors

The primary mission of any board of directors is, of course, to equip the CEO and the organisation in general for success. But too often, dysfunction inside the boardroom jeopardises the organisation’s productivity and output and causes the board to become stagnant, antagonistic or both. It’s easy to spot when a board is dysfunctional, but not so simple to decipher how or why. Being able to do so, however, could prevent issues from spreading and allow directors to rectify the problem before the organisation suffers beyond repair, be it internally or as a consequence of negative publicity.



Dysfunction within a board can stem from a number of sources, but as with any group dynamic, problems arise when there is a breakdown in communication, transparency, and respect. When there is a lack of information flowing to the board to enable them to make smarter decisions, not only will the value of the board be questioned, but directors are likely to feel disengaged or wrongly engaged, causing an air of disconnect between CEO and directors. It’s a slippery slope when a board becomes disconnected. Before long, the fractures will manifest into power struggles between dominant parties, while the more differential personalities become disinterested the more their judgments are overshadowed. In these instances, members need to be reminded of their common interest, that is, the prosperity of the organisation, and dissuaded from engaging the ego where it doesn’t serve this commonality. Groupthink uniformity isn’t necessarily productive either, but dysfunctional differences across a board breed contention and lack of alignment, and eventually an inability to agree on company strategy, or even a reluctance to discuss it.


When there is widespread reluctance to discuss strategy, risk, or both, there is a likelihood that directors will simply default to tackling regulatory and compliance issues. An effective, well functioning board understands its fundamental role in providing direction, vision, and intention for the organisation. If the board is avoiding the topic of company strategy and direction an inevitable consequence will be that important issues are either wrongly prioritised or not prioritised at all, causing disruption to the company as a whole and triggering alarm bells for stakeholders. Lack of clarity in terms of the roles of individual board members, CEO and management will only cause further disruption to decision-making and exacerbate issues of communication, conflict and board inefficiency. Therefore, for a board to function successfully, it needs clearly articulated responsibilities and purpose for all members, trickling down from CEO to wider board members to management to employees. Role ambiguity can result in the unwanted meddling of board directors in the day-to-day operations of the business, or the interjection of management in policy decision-making, and so on, causing unnecessary contention and hindering board efficiency. But when roles are clearly defined and guidelines followed, not only are expectations and goals more likely to be met, but there also becomes a possibility for flexibility between roles that can aid in objective evaluation without antagonising anyone in any position within the organisation. To be clear, this notion distinguishes that while roles are separated appropriately, all parties understand that the fundamental goal is to work well together for a common purpose, from time to time inviting a third party to take an objective look. The emphasis here is on the balance between individual responsibility and invitation for third party opinion, with the collective goal of long-term success for the company. Getting this balance right may be tricky but could be a valuable asset to a dysfunctional board.


Once roles and responsibilities are understood, discussions at board meetings can occur with more fluidity, criticism, and feedback can become more constructive, and strategic development and risk oversight can become a primary focus. In other words, the board can function effectively and as it is intended. With an improved level of alignment, meaningful evaluation can take place and should be considered a top priority for a well-functioning board. This doesn’t just mean ticking the compliance box and entertaining the age-old annual review, but focusing instead on regular feedback and rigorous evaluation. Rather than sitting back and basking in the surface level security of short-term value and company profits, boards need to be continually and objectively reviewing their performance. Prioritising proper evaluations will provide solid evidence that eliminates confusion, illuminates gaps and overlaps, and incites powerful change in a more timely manner, all while guaranteeing that the strategic direction of the company is being followed and fiduciary responsibilities are being satisfied in the interests of the company and its stakeholders.


A well-functioning board will hold a minimum of one meeting per year, which should focus solely on planning, strategy, and mission. As experienced independent facilitators, we at DLPA understand the importance of retreats, witnessing time and time again the value that they add to a group of individuals who are working towards a common goal. We recommend spending a few days in a new, relaxed environment, where participants can lower barriers, learn more about themselves and others, and work calmly and cohesively to iron out any kinks that may be contributing to inefficiency. Board retreats offer members the opportunity for intensive evaluation and connection, without external stresses getting in the way. Allocating a few days per year to escape the hustle-bustle of the office and get all board members to come together will likely be a cleansing experience for attendees while boosting the efficiency and productivity of the board as a whole.