Keeping an eye on directors’ interaction can make your board more effective.
Boards of directors in civil engineering firms face many of the same challenges as boards in other industries. However, in the typical engineering firm, the board is often composed of the firm’s principals or other members of the top management team. In these situations, because of the multiple roles each director is expected to play—firm leader, manager, director, employee, or more—the lines can blur between each role.
Blurring of the lines between roles is one challenge civil engineering firm directors must overcome. In addition, because of the complexity of the interpersonal relationships they often have with other board members, politics is another issue directors should be aware of. Any time a group of people with strong personalities and opinions work together, occasional conflict is inevitable. In the boardroom, where consensus is usually the preferred method of passing resolutions, unchecked friction can be a death sentence for achieving the board’s goals. If the people debating an issue can’t see eye-to-eye on anything, the board is not going to accomplish a lot.
This does not mean that differences of opinion, a heated discussion, or even an argument among directors is always a bad thing. These are often signs of a very healthy board really getting into the issues they’ve been tasked to deal with and not simply deferring to the whims of management. It’s only when tension is a constant companion to any board interaction and when it stymies the group’s forward motion that it becomes a problem. Keeping the right mix of individuals can go a long way toward preventing the formation of cliques—groups within the board that always vote together regardless of the issue at hand or that stall passage of resolutions simply because they have a personality conflict with the other members.
While these situations are not usually the way civil engineering firm boards conduct business, politics can creep in at anytime, and firm leaders, board members, and especially the CEO and chair of the board, should all stay vigilant to the potential for personality conflicts, politics, and cliques that can threaten the good work the board does.
There are some common sources of these kinds of power and ego problems, usually stemming at their most basic level from a communication breakdown. Following are some thoughts on what to look out for and how to fix these problems.
Evaluate director preparedness—Preparation by the directors for meetings is an individual affair. Some directors spend hours pouring over the documents the chair sends to them prior to the meeting, and they are fully versed in all the agenda items to be discussed during the meeting. Conversely, some directors don’t even open the binder until they sit down at the meeting. This inconsistency in preparation can lead to hard feelings and squabbles in the boardroom, not to mention ineffective meetings and frustration all around.
To fix this, keep an eye on how well prepared each director is for every meeting. It’s usually fairly easy to tell who hasn’t done his or her homework. If you find that a director is chronically under-prepared, does not contribute much during meetings, or does not seem to be making the appropriate time commitment to the board, replace him or her. By not spending the right amount of time on the board’s work, these kinds of directors are sending the signal to everyone else that the work isn’t important, which ultimately will damage the group’s morale. Seek out directors who will devote the necessary amount of time to prepare properly for each meeting.
Keep an eye on chairpersons—Running board and committee meetings is no easy task, and it’s important that the right person be in charge of this important duty. Often, the chair of the board position is assigned automatically to the CEO, but the CEO is not always the right person for the job. Some people are simply more effective in this type of leadership role than others. An ineffective leader inspires discontent among the other members of the board or committee, and even resentment, if they find they have to pick up the slack for this person. Careful evaluation of the effectiveness of the group can point out problems and may lead to replacement of the chairperson. If someone else can do a better job, ask him or her to take over the role.
Watch out for deadly cliques—Cliques are bad news. Just as in middle school, adults sometimes fall into exclusive groups that ostracize others and stifle cohesion among the members of the entire group. They can form just about anywhere people congregate, and the boardroom is no exception. Cliques can lead to a contrived hierarchy in the group and to political issues since they tend to form around whoever has the most power in the group such as the CEO or chairperson.
Cliques can also center on directors who are majority shareholders, which can create a self-defeating situation. The board is there to challenge the owners and management and to analyze the best course of action for the firm. If the owners sit on the board and don’t listen to anyone other than sycophantic directors in their clique, then the board becomes a waste of everyone’s time. The board should function as a whole team, not just the starter’s squad. Stamp out cliques at the first sign that they might be forming.
Being aware of potential issues before they arise allows you to have a solution ready if a problem emerges. Knowing what to look for and applying some vigilance can save you a lot of trouble in the end, and ultimately make your board of directors more effective.
Elaine Kornbau is managing editor for ZweigWhite’s Best Practices publications. She can be contacted at firstname.lastname@example.org. This article is an excerpt from the A/E Board of Directors Cookbook, available for $245 at www.zweigwhite.com/go/board, or by calling 800-466-6275.