Member Nadim Maluf Speaks: Civilized Discourse is Mandatory

The Challenge:

The case at hand was brought by a CEO, whose board efficacy was derailed by a problematic board member. He wanted to unlock the board’s potential to mentor and open doors for the company, but felt hamstrung by this individual.

If you were in this situation, what would you do?

If I were in your position, I’d make constructive suggestions to this difficult board member to improve their behavior. If they don’t heed your recommendations, you should ask them to step down.

From our discussions in previous meetings, I know how motivated you are to scale your business. But in order to do so effectively, your board needs to play nice. I’m not saying they have to agree on everything, however a level of civilized discourse is mandatory. My advice is to give this particular board member the opportunity to adapt to the dynamics of the meeting and your expectations as CEO. If he fails to change behavior, ask him politely and firmly to step down. You can even throw in a consolation prize, like accelerated stock options or a small bonus, so the termination is relatively amicable.

After you establish the right dynamic, ask yourself: how do I guide my board to give me what I want? In my opinion, a board has two essential functions beyond basic governance. First, they provide “peripheral vision,” the ability to see opportunities that someone in the day-to-day business may not see. Second, board members are your strongest advocates. They are often of high stature, on multiple boards and well connected. An effective board evangelizes the company across those networks. And remember, if you are seeking deep expertise, hire market advisors that can easily be added and deleted as the business grows and pivots, rather than adding self-proclaimed experts to your board.