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Men in Suits
  • Directors' Institute

How to Fix a Failing Board

Updated: Jul 19, 2023

The health and longevity of an organization are directly tied to the effectiveness of its board of directors. A failing board may be the result of board dysfunction, which leads to subpar decision-making and governance. The mission, reputation, and overall performance of the organization the board serves can be jeopardized if the board is not operating at peak efficiency.


Fortunately, the first step towards fixing the problems and making the necessary changes is to recognise the warning signs of a failing board. In this piece, we will examine some tried-and-true methods for fixing a damaged board and bringing it back to full strength.


From evaluating board composition and enhancing communication channels to reinvigorating engagement and elaborating on roles and responsibilities, we will explore the concrete measures that can be taken to transform a low-performing board into a high-performing one. By adopting these practices, boards can better support, guide, and steer their organizations towards greater success by creating a culture of accountability, collaboration, and strong governance.


The insights and recommendations in this article will provide you with valuable guidance on how to navigate the challenges and restore the board's functionality if you are a board member, executive director, or member of the leadership team looking to address board dysfunction. Repairing a dysfunctional board is an investment in a future where the organization is better able to make strategic decisions, govern itself effectively, and grow sustainably.

Board

Recognizing Board Dysfunction: Signs and Symptoms


A failing board often exhibits clear signs of dysfunction that can hinder its ability to effectively govern an organization. By being able to identify these signs and symptoms, board members and leadership can take proactive steps to address the underlying issues and work towards restoring board functionality. Here are some common indicators of board dysfunction:

1. Lack of Engagement:

Board members demonstrate disinterest or apathy towards their roles and responsibilities. They may consistently miss meetings, fail to contribute meaningfully, or lack enthusiasm for organizational goals and initiatives.


2. Poor Decision-Making:

Dysfunctional boards frequently make hasty or uninformed decisions. The results can be disastrous if decisions are not carefully thought out, do not account for other viewpoints, or are influenced by personal agendas rather than the organization's best interests.


3. Communication Breakdown:

Ineffective communication channels within the board can lead to misunderstandings, conflicts, and a lack of transparency. Board members may feel uninformed, excluded from decision-making processes, or unable to express their views openly.


4. Lack of Strategic Focus:

A failing board may lack a clear strategic direction for the organization. There may be a lack of long-term planning, goal setting, or monitoring of organizational performance against established objectives.


5. Absence of Accountability:

When a board lacks accountability, members may not take ownership of their responsibilities or fail to deliver on commitments. There may be a lack of oversight or consequences for underperformance.


6. High Turnover or Difficulty Recruiting New Members:

A consistent pattern of board members resigning or difficulty attracting new qualified candidates may indicate underlying issues within the board. This may be due to a negative reputation, a lack of engagement, or a perception of ineffective governance.


Recognising these signs and symptoms is critical for effectively addressing board dysfunction.Once identified, appropriate strategies for rebuilding trust, improving communication, improving decision-making processes, and creating a culture of accountability and collaboration within the board can be implemented. In the following sections, we will explore actionable steps that can be taken to fix a failing board and restore its effectiveness in governing the organization.


Assessing Board Composition: Evaluating Skills and Diversity


The composition of a board plays a vital role in its ability to fulfill its responsibilities effectively. A failing board often lacks the necessary skills, expertise, and diversity needed to address the complex challenges faced by the organization. Assessing and improving board composition is a crucial step in fixing a failing board. Here are key considerations for evaluating skills and diversity:


1. Skills and Expertise:

Begin by assessing the skills and expertise currently present on the board. Identify the specific competencies needed to support the organization's strategic goals and ensure they are adequately represented. This may include financial acumen, legal knowledge, industry experience, marketing, technology, governance expertise, or other relevant areas.


2. Identify Gaps:

Compare the required skills and expertise with the existing board composition to identify any gaps. Determine which critical areas are currently underrepresented or lacking in depth. These gaps need to be addressed to ensure the board has the necessary knowledge to make informed decisions and provide effective guidance to the organization.


3. Diversity:

Evaluate the diversity of the board in terms of gender, ethnicity, age, background, and perspectives. Research consistently shows that diverse boards lead to better decision-making and improved organizational performance. Aim for a board that reflects the diversity of the stakeholders served by the organization and ensures a wide range of perspectives are considered.


4. Recruitment and Succession Planning:

Develop a robust recruitment and succession plan to address identified gaps and enhance diversity. Actively seek out candidates who bring the required skills and expertise to the board and also contribute to its diversity. Consider networking, professional organizations, and specialized board recruitment services to identify qualified candidates.


5. Board Training and Development:

Provide ongoing training and development opportunities for board members to enhance their skills and knowledge. This can include workshops, seminars, online courses, or board governance programs. Strengthening the capabilities of individual board members collectively strengthens the board as a whole.


Organizations can ensure that their boards have the necessary skills, expertise, and diversity to effectively govern and guide the organization by assessing and improving board composition. A board that is diverse and skilled improves decision-making, fosters innovation, and improves overall governance practices. In the following section, we will look at ways to strengthen communication channels within the board in order to address dysfunction and promote collaboration.


Revitalizing Board Engagement: Enhancing Member Participation


A failing board often suffers from low member engagement, which can hinder its effectiveness and ability to fulfill its duties. Revitalizing board engagement is crucial to fixing a failing board and reinvigorating its impact on organizational governance. Here are strategies for enhancing member participation:


1. Clarify Roles and Expectations:

Ensure that board members have a clear understanding of their roles, responsibilities, and expectations. Clearly define the scope of their duties, the time commitment required, and the level of engagement expected. This clarity helps board members feel more connected and accountable to their roles.


2. Foster a Culture of Engagement:

Establish a positive board culture that encourages active participation and open dialogue. Create an environment where all board members feel comfortable expressing their views and contributing to discussions. Encourage board members to bring forward new ideas, ask questions, and provide input on critical issues.


3. Engage Board Members in Strategic Planning:

Involve board members in the strategic planning process. Provide opportunities for them to contribute their insights, perspectives, and expertise in shaping the organization's direction. This engagement creates a sense of ownership and investment in the organization's success.


4. Committee Assignments:

Assign board members to committees based on their skills, interests, and expertise. Committees provide a platform for deeper engagement and focused work on specific areas of the organization. Ensure that committees are active, well-structured, and have clearly defined goals and responsibilities.


5. Regular Communication and Information Sharing:

Establish effective communication channels to keep board members informed about organizational updates, key initiatives, and critical decisions. Provide regular updates through board packets, newsletters, and timely communications. Foster transparency by sharing relevant information in a timely manner.


6. Encourage Continuing Education and Development:

Support board members' ongoing learning and development by providing opportunities for training, workshops, and educational resources. Encourage participation in conferences, seminars, and webinars related to governance, leadership, and the organization's sector. Continual learning enhances board members' skills and keeps them engaged and up-to-date.


7. Recognition and Appreciation:

Recognize and appreciate board members' contributions and efforts. Celebrate their achievements, acknowledge their commitment, and express gratitude for their dedication to the organization's mission. Recognizing the value of their contributions reinforces their engagement and motivation.


By enhancing member participation and engagement, boards can tap into the collective wisdom, expertise, and diverse perspectives of its members. An engaged board is more likely to collaborate effectively, make informed decisions, and provide strategic guidance to the organization. In the following sections, we will explore strategies for establishing clear roles and responsibilities and implementing accountability measures within the board to further address board dysfunction.


Establishing Clear Roles and Responsibilities


When it comes to fixing a failing board, it's crucial to establish clear roles and responsibilities to ensure effective leadership and accountability. Here are some steps you can take to establish these roles:


1. Identify the problem areas: Start by assessing the specific issues that the board is facing. Ineffective decision-making, a lack of transparency, conflicts of interest, or any other issues affecting board performance are examples of such issues.


2. Define the desired outcome: Determine what success looks like for the board. Consider the characteristics and behaviours you expect from a well-functioning board, as well as the objectives you want to achieve.


3. Evaluate current roles and responsibilities: Examine the current roles and responsibilities of board members. Examine whether these roles correspond to the identified problem areas and desired outcomes. Identify any gaps or overlaps in responsibilities.


4. Clarify the board's purpose: Clearly define the purpose of the board and its primary responsibilities. This could entail going over the organization's bylaws, mission statement, and any other governing documents. Ensure that all board members understand the purpose and responsibilities.


5. Restructure roles as needed: Based on the evaluation, consider restructuring roles to address the identified issues. This could entail creating new positions, broadening the scope of existing roles, or redistributing responsibilities among board members. Make certain that the roles are well-defined and documented.


6. Assign specific responsibilities: Once the roles have been established, each board member should be assigned specific responsibilities. These responsibilities should be in line with the board's mission and objectives. Be specific and clear about the expectations for each role.


7. Implement accountability mechanisms: Put in place mechanisms to ensure accountability on the board. This could include conducting regular performance evaluations, establishing measurable goals for individual board members, or implementing a system for tracking progress and correcting any flaws.


8. Encourage open and transparent communication: Encourage open and transparent communication among board members. Create an environment in which members can express their concerns, share ideas, and provide feedback. Schedule board meetings on a regular basis to discuss progress, challenges, and potential solutions.


9. Provide training and support: Provide board members with training and support to help them improve their skills and knowledge. This could include organising workshops, seminars, or bringing in outside experts to provide guidance on specific aspects of board governance.


10. Continuously assess and adjust: Regularly evaluate the effectiveness of the new roles and responsibilities. Solicit feedback from board members and stakeholders to identify areas for improvement. Be open to making adjustments as necessary to ensure the board's ongoing success.


Remember, the process of fixing a failing board takes time and effort. It requires strong leadership, collaboration, and a commitment to improving governance practices.


Implementing Accountability Measures


Implementing accountability measures is crucial for ensuring that board members fulfill their roles and responsibilities effectively. Here are some steps you can take to establish accountability within the board:


1. Clear expectations: Clearly communicate the expectations of each board member, both individually and collectively. This includes their attendance at meetings, active participation in discussions, preparation for meetings, adherence to ethical standards, and fulfillment of assigned responsibilities.


2. Written policies and procedures: Develop written policies and procedures that outline the board's expectations and code of conduct. These documents should address issues such as conflicts of interest, confidentiality, fiduciary duties, and any specific responsibilities relevant to the organization. Ensure that all board members have access to and understand these policies.


3. Performance evaluations: Implement a formal performance evaluation process for board members. This can involve self-assessments, peer evaluations, and evaluations conducted by the board chair or a designated committee. Performance evaluations provide an opportunity to assess individual and collective contributions, identify areas for improvement, and address any issues hindering the board's effectiveness.


4. Consequences for non-compliance: Establish a clear process for addressing non-compliance or failure to fulfill responsibilities. Determine the consequences for repeated or severe breaches of board expectations, which may include warnings, removal from committees, or, in extreme cases, removal from the board. Ensure that the consequences are outlined in the board's bylaws or governance documents.


5. Transparency and reporting: Foster a culture of transparency by requiring regular reporting from board members on their activities and progress toward assigned responsibilities. This could include written reports, updates during board meetings, or presentations on specific initiatives. Encourage board members to share their progress, challenges, and successes openly.


Remember, accountability measures should be implemented consistently and fairly. They should serve as a means to support and improve board effectiveness rather than create an environment of fear or micromanagement. Regularly review and refine these measures to ensure they remain relevant and aligned with the organization's goals and values.



Our Directors’ Institute- World council of Directors can help you accelerate your board journey by training you on your roles and responsibilities to be carried out in an efficient manner helping you to make a significant contribution to the board and raise corporate governance standards within the organization.


Our ESG Expert certification will help you to amplify your understanding of corporate governance in a detailed manner paving a way for you to become a globally recognized ESG leader.

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