Why is That Crummy Guy Still on Your Board?

By Laura J. Finn

black and white photo of a man holding a pencil to his chin while thinking

June 17, 2019 All Industries Corporate Governance

46 percent of directors believe someone on their board should be replaced;
20 percent believe two or more directors should, according to PwC.

Everyone on a board knows who the weak link is. Maybe it’s someone who has a spotty attendance record. It could be the person who doesn’t read the board notes, but shows up for the coffee and schmoozing. But directors know who he is—and this person is likely a man, because 76 percent of U.S. board seats are held by men, according to executive search firm Spencer Stuart. Yet, even when boards conduct an annual evaluation, the weakest board member remains on the board of directors. Why?

Ninety-eight percent of S&P 500 companies conduct an annual board evaluation, according to Spencer Stuart, but only 38 percent conduct individual board member evaluations. It’s difficult to fire a colleague, so many boards force turnover through age or term limits. Along with the uncomfortable idea of having a tough conversation with an inadequate director colleague, PwC cites three reasons why the weakest link tends to remain on board after an evaluation:

  • Viewing [the evaluation] as a compliance exercise;
  • Using an approach that doesn’t allow for honest feedback; and
  • Failing to follow-up on the results.

If a board is ready to change, a frank conversation is necessary. Plenty of board consultants can help facilitate an evaluation with a clear follow-up plan. So go ahead, get that crummy guy off of the board and bring on an expert who will help the company’s strategic plan, please shareholders and keep the board fresh and curious.

Ingredients of a Weak Board Director, from PwC Annual Corporate Director Survey, 2017:

  • Oversteps the boundaries of the oversight role;
  • Reluctant to challenge management;
  • Style of interacting negatively affects board dynamics; and
  • Advanced age that has led to diminished performance.