How the Director Who Always Says No Is Harming Your Business Diverse opinions on a board is a good thing - but is it boosting your business, or hindering growth and decisions?

Do you have that director on your board who always says 'no'? Regardless of what the issue is, regardless of the context, who raises it or whether or not it is indeed a good idea, their response is either a simple 'no' or an elongated perspective on why they disagree? It can even feel at times that they are actively working against the company and against the board.

Although they obviously do not see it that way. Experienced directors will have multiple war stories related to this subject. Aspiring directors should be aware of how to approach these situations when they arise and how to avoid becoming the subject of such stories.

A CULTURE OF TRUST, CANDOUR AND PROFESSIONALISM

A board's conduct must be characterised by trust, respect, candour, professionalism, accountability, diligence and commitment.

It is the board's collective responsibility to build this culture and to engage with one another in a productive and effective way. Dissent should be welcomed when it is constructive and engaging.

The idea of being the 'devil's advocate' for the sake of it however, is not the best way to approach this. Dissent should be based on a real belief that the issue has not been fully debated or creates a real challenge for the company going forward.

If you have a director who genuinely believes a different path is right for the company, hear them out and engage in the discussion. In my experience, this often opens up an issue or changes a detail that when taken as part of the whole, improves the decision-making outcome for the board and the company.

REMOVE THE POLITICS FROM THE BOARDROOM

At the heart of this issue is often politics. Politics between directors, who are also shareholders or executives. Politics between the 'new guard' and the 'old.' Regardless of the genesis, politics really do not have a place in the boardroom and directors who engage in it should be called out by the chairman or another senior director.

In local government I have heard stories of councillors who always vote 'no,' so that whenever something goes wrong, they can say "I told you so," and show the public why they should be re-elected. But that is indeed politics. The boardroom is a very different space. It is private and discussions should be confidential.

BOARD ROTATION, A SIMPLE SOLUTION

While the removal of an errant director should never just be left to resolve itself, there is a simple solution that can support the easy removal of the most difficult directors. The challenge is that it requires forward planning prior to the appointment of any new director.

Directors should only ever be appointed for a predefined term, with automatic rotation at the end of that term. This does not stop you from reappointing a director for a further period. It is, however, always easier to ask someone to consider a further term than it is to tell them that their time has come and they should resign from the board.

Having a predefined term for a director essentially ensures an automatic resignation period. A simple rotation policy for directors is not just good governance, it is a practical step you can take to provide a way out of a sticky relationship.

Ultimately the board as a whole must address issues that detract from the board fulfilling its function as and when they arise. A rotation policy might provide an effective backstop. A high-performance board is one that will tackle the issue head-on.