June/July 2024

Chris Clark conducts interviews with leading corporate directors and subject matter experts for Stuart Levine & Associates, a global consulting and leadership development company. The Planet Governance™ interview series features the views of corporate directors, chief executives, and governance experts on timely issues from succession planning to board dynamics to stakeholder activism.

These three directors, who are also NACD stalwarts, offer their valuable insights on the importance of director “self-awareness”…

Margaret Pederson is the CEO, President, and Chair of Xamax, a woman-owned, global supplier of engineered material layers of non-wovens, laminates, films, technical papers, and cotton for industrial and consumer markets.

Anita Allen is a qualified financial expert, NACD directorship certified™, and a certified public accountant. Anita serves on the Board of Currant, Inc., a technology start-up. She most recently served on the board of Tingley Rubber Corporation, a personal protective equipment industry leader, and chaired the Audit Committee and the Nominating and Governance Committee.

Pamela Packard serves on the boards of Gray & Company, an insurance holding company, and Nathaniel Witherell, a senior care nursing facility. She has experience as the Chair of the Board, as well as serving on the Audit, Compensation, and Nominating & Governance committees in various capacities. Pamela is recognized as a qualified audit committee financial expert.

Margaret Pederson – Anita Allen – Pamela Packard

Margaret Pederson – Anita Allen – Pamela Packard

Chris: When two or three directors dominate board discussions at the expense of “airtime” for others, what is your advice on how to curb this behavior?

Pamela: As in most matters related to governance, the answer is “it depends”. Who are the directors dominating the discussion? Are they long-serving directors, subject matter experts, directors who hold their seats by virtue of their ownership interests or the Chair?  What is your own role? 

Managing the process generally falls to the Chair.  If you serve as Chair, some specific actions could be:

1.   Establish a process whereby each director speaks once before any director has a “second turn”.

2.   State, in the moment, “Thank you. I believe the board understands your perspective. Let’s hear from the rest of the directors”.

3.   Counsel the dominating directors, regardless of their position or expertise, on the benefits of discussing diverse perspectives and upholding an inclusive board culture.

4.   Suggest extended conversations for some topics take place outside the boardroom, e.g., during one-on-one conversations in advance of board meetings, at board dinners, and during other informal interactions.

5.   Set, in extreme cases, time limits for individual directors to speak.

 If you are not the Chair, there are still several approaches one may employ, such as:

  • Have a private conversation with the Chair highlighting the behavior and suggesting common practices to change the dynamics in the boardroom.
  • Discuss during Executive Sessions, the board’s decision-making processes and how the quality of decisions is enhanced by hearing and considering the diverse perspectives of each of the directors.
  • Highlight the existing dynamics and make recommendations for change through the board evaluation process.

Depending on the board’s culture and your communication style, one can take personal ownership of the situation as it is happening by politely interjecting with statements such as, “I appreciate your comments; I would like to share my perspective and hear everyone else’s perspectives.”

Directors have mutual responsibility for the overall performance of the board, so I advocate proactively ensuring that the wisdom and views of all directors are considered.

Anita: I completely agree with Pamela; all examples are excellent approaches.  Oftentimes the dominant director isn’t self-aware and/or isn’t respectful of the other board members’ views.  When that’s the case, some of these approaches aren’t always successful.  Some actual experiences have come to mind, which are in sync with Pamela’s suggestion about the use of the board evaluation process. 

Seeing one director, a strong, talented, aggressive individual dominate the board discussion, the board conducted a directors’ self-evaluation, with the board chair interviewing all the board members on board culture and dynamics and evaluating each other.   (This could be done either with an outside firm or by the Chair of the Board or the Chair of the NomGov Committee.)  The feedback from the review was used to have a frank discussion with the dominant director.  Prepare to enlist other board members if appropriate in the discussion. This can result in either the board member having a better appreciation for how they are regarded by the other board members, or the individual might react with disbelief or denial.  The response gives you sort of a hint as to how it might play out.  The next step is to provide an opportunity to adjust their behavior.  Give them a timeframe for expected changes in behavior and offer coaching to the individual.

I’ve been a party to two different outcomes using this approach.  In one case, the dominant director took to heart the initial feedback, committed to work on their style, and changed their behavior in the boardroom.  Board meetings became more productive for everyone.

In another case, the director agreed to work on changing their style, after the disbelief and denial phases.  However, the behavior changes alternated between a lack of engagement in meetings, not providing any input into the conversation, and stepping back into dominating the discussion.  Ultimately, the outcome was the departure of the director from the board.  After the departure of the director who dominated the discussion, board culture improved as other directors became more engaged in board discussions and stepped up to additional responsibilities on the board. 

Margaret: Building on Pamela’s and Anita’s comments, I view this as much a leadership issue as a governance issue.  Governance is involved as it concerns the role, responsibility, and involvement of board members.

Statistically, it is considered a common and practical problem that is likely more frequent than admitted. It is a board management issue if it happens routinely on multiple topics.

There are times when such dominance involves governance.  At least in two areas, it would appear appropriate and within governance norms.  When the board member has specific functional expertise and there is a time-sensitive challenge, he or she should lead the conversation and provide valued input to the rest of the board.  For example, if there has been a hacking or breach and the board member is a cybersecurity expert, then their leading the conversation is an appropriate response.  Likewise, a functional expert, say a CPA addressing audit questions, is also appropriate and consistent with good governance, and does not need to be addressed.  Another instance is when a board member has industry expertise that is valued. This does not mean the rest of the board abdicates their responsibilities. In each case, frequency would not be an issue. They are responding to a specific situation or question and not as a routine matter.   

When these special circumstances do not exist, I go back to my initial comment about this being a leadership issue involving the management of the board.  The Chair may need coaching, or a different board member may need to be appointed to the role.  In closing, not everyone possesses situational awareness.  While the three of us have mentioned several potential solutions, they are not all-inclusive.

Chris: Thank you all for sharing and your dedication to good governance.

Chris Clark joined Stuart Levine & Associates as a senior consultant after a distinguished career at the National Association of Corporate Directors (“NACD”).

He is known for his prominent role in the creation of NACD’s “The Power of Difference”, “The Leading Minds of Compensation” and “The Leading Minds of Governance” conference series, “The Directorship 100”, and NACD Private Company Directorship.

Chris’ expertise includes corporate governance (with board assessments & committee charter reviews as cornerstones), conference management, and digital content creation.