The 12 Most Undesirable Behaviors of Ineffective Board Directors

By JamesDruryPartners   

Previously, JamesDruryPartners discussed the traits shared by America’s most effective corporate board directors, as published in The 10 Most Essential Attributes of Effective Board Directors. These were based upon feedback JamesDruryPartners received when interviewing 30 of America’s most experienced corporate directors for the firm’s biannual study, The Weight of America’s Boards. These highly regarded corporate directors, most of whom have served as CEO or Chairperson, were also asked, “What behaviors do America’s most ineffective corporate directors have in common?”

Of the candid insights provided, the 12 most common responses received include:

1. Poor Understanding of Governance & the Director’s Role

(Affirmed by 70% of Respondents)

Ineffective board directors often overstep the line between management and governance. They think their role is to run the company and perceive board service as an invitation to compete with management. Ineffective directors assume they know more than they do, and when lacking knowledge or experience, they often don’t realize it.

2. Lack of Preparation

(Affirmed by 68% of Respondents)

Underperforming directors come to board meetings without having read the board book. They hinder the discussion by asking questions they would know the answers to had they done their homework. Rather than participating collaboratively, they are reactionary. They do not know where to add value, rendering their board service irrelevant. 

3. Disruptive Behavior

(Affirmed by 65% of Respondents)

Ineffective directors are aggressive, confrontational, and always looking for a fight. Instead of engaging in meaningful dialogue, they turn every meeting into a contest. They compete for power in the boardroom and cut off their fellow directors. They are often unnecessarily aggressive, try to go toe-to-toe with the CEO, and are disdainful of the management team’s point of view.

4. Lack of Collegiality

(Affirmed by 62% of Respondents)

Underperforming directors are insensitive and disrespectful in the boardroom. Unable to function in a group, they struggle to collaborate with other directors and refuse to embrace their views. Trying to be boardroom MVP, ineffective directors let their egos get out of control and think they are always right.

5. High Self-Interest

(Affirmed by 56% of Respondents)

Ineffective directors try to prove they are the smartest person in the room. They tend to focus on personal agendas and put their interests over those of the company. They are motivated by personal politics, lowering the professional standard in the boardroom. They are rigid and inflexible and don’t acknowledge the perspectives of others. They rehash old decisions and have a hard time letting go when the board moves in a different direction.

6. Breach Confidentiality & Trust

(Affirmed by 55% of Respondents)

Underperforming directors don’t understand or respect confidentiality. They may leak confidential information, undermining management, fellow directors, and stakeholders. They vote in favor of decisions, only to later undercut the CEO and fellow directors by saying they disagree. In short, they lack the sensitivity and sophistication required of board directors, and their actions diminish trust and credibility.

7. Serve for the Wrong Reasons

(Affirmed by 42% of Respondents)

Ineffective board directors are driven to serve for egocentric reasons and care more about publicity and visibility than the company's success. They don’t appreciate the fact that a significant professional contribution is expected of board directors. They view directorship as a career capstone and expect to be generously rewarded in return for their service.

8. Narrow Breadth of Business Knowledge

(Affirmed by 40% of Respondents)

Underperforming directors are often elected for specialized reasons; their experience is often too narrow, resulting in an inability to contribute across a broad range of topics. They tend to repeatedly ask the same series of questions, have difficulty generalizing beyond their own company and industry, and only add value when a topic is in their wheelhouse.

9. Dysfunctional Behavior

(Affirmed by 38% of Respondents)

Ineffective board directors make minimal contributions during a board meeting. They arrive late and unprepared for meetings, expecting fellow directors to bring them up to speed. They seem disinterested, unengaged, sleepy, or bored. They are easily distracted and are distracting to others.

10. Speak Mindlessly & Often

(Affirmed by 35% of Respondents)

Underperforming directors speak for the sake of hearing themselves speak. They feel they must be heard at every meeting and try to dominate the conversation, even when lacking relevant insights. They generalize, make snap judgments, ask random questions, and quickly change topics. Their contributions don’t add value and their focus is rarely at the strategic level.

11. Limited Curiosity & Interest

(Affirmed by 32% of Respondents)

Ineffective board directors lack passion for the company’s business and success. They don’t follow the company outside of meetings and do not try to get to know the management team. They are unlikely to ask the right questions or probe to see what is behind the numbers. They don’t bother raising their hand to say, “I don’t understand,” in order to gain deeper insight or resolve confusion. 

12. Just Check the Boxes

(Affirmed by 28% of Respondents)

Underperforming directors don’t participate, often saying and doing nothing during meetings. They show up but aren't truly present. They lack the will to express their opinion at the table; instead, they corner the CEO afterward to make their points.

Summary:

Ineffective board directors often misunderstand their role. Instead of providing support and guidance, they try to dictate the management team’s decisions. They tend to be confrontational and competitive, and are overconfident and underprepared at board meetings. Dysfunctional directors are often driven by personal agendas rather than the company's best interests, and often engage in untrustworthy behavior. They lack the broad business experience necessary to offer useful insights and are generally disinterested in learning about the inner workings of the company. Whether disengaged at meetings or trying to monopolize every discussion, ineffective directors contribute minimal value.

About the Firm:

JamesDruryPartners provides a broad array of board advisory services focused on the recruitment and placement of talented board directors. Founded in 2001, the firm’s board advisory practice is one of the most diverse in the industry. JDP’s most innovative service, BoardSelect®, has optimized the process of matching America’s top executives with the corporate boards that could most benefit from their service. The firm has placed hundreds of directors and has been retained by over 200 major corporations, including 32% of the Fortune 100, ranging from $1B to $360B in revenue.

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For media inquiries, contact Adam Zajac at AZajac@JDruryPartners.com. For all other correspondence, please contact us at JDrury@JDruryPartners.com.

Article Contributors:

Adam Zajac, Vice President of Communications, JamesDruryPartners – Lead Author, The 10 Most Essential Attributes of Effective Board Directors (Article)

Tyler Carrera, Written Communications & Marketing Associate, JamesDruryPartners – Co-Author, The 10 Most Essential Attributes of Effective Board Directors (Article) 

Special Contributors:

James Drury III, Chairman and CEO, JamesDruryPartners – Lead Author, The Weight of America’s Boards

Jim Drury IV, Executive Vice President, JamesDruryPartners – Co-Author, The Weight of America’s Boards