Theresa May has faced what is perhaps the toughest month in her career. After her drafted Brexit proposal was declared ‘unworkable’ by the European Union, 48 members of her own party put in writing that they did not have confidence in her abilities to drive the plan forward. She now faces a tough fight to hold her position as leader of the Conservative Party.
In similar struggles, former Manchester United Manager Jóse Mourinho, who despite guiding his team to League Cup and Europa League titles was let go after two and a half years at Old Trafford following doubts in his abilities. A lack of faith from the leadership team may also be apparent in many UK boardrooms.
Successful businesses can only function with board members who can drive decisions forward. Despite what may have been a rigorous selection process to determine the ‘right’ person to fill a boardroom position, that said person may not be able to deliver on what was expected of them with no hope of future improvement. In these cases, the most viable option is to take the difficult decision to remove this person from the board.
Best practices for corporate governance suggest that all boards should have a conflict of interest policy. Board members who have a continuing conflict of interest may not be able to vote regularly on important matters and continue in their boardroom role. When there’s no way to resolve a pending issue, the board member is rendered ineffective and should be asked to step away from their duties.
Many take on the commitments of a board role without fully understanding the responsibilities. The board member is expected to attend all meetings unless there is an emergency. To join in on discussions regularly and to challenge other members of the board on their ideas and options. A member of the board who isn’t willing to commit to the role can take the rest of the board down with them.
In some cases, a board member may simply be too belligerent and argumentative by nature. Typically, someone who disagrees with most discussions and sets a negative tone for meetings. Fellow members of the board dread the presence of this person and don’t want to share their thoughts and opinions for fear of being shouted down by this individual.
Timing is crucial when it comes to making decisions about removing a board member. If the board members term is soon to expire, the board director may decide to allow their term limits to expire and to not reappoint them for a second term. Circumstances may call for a direct conversation with the board member. If both the Chairman and Board Director agree that the board member’s performance has been lacklustre a meeting may be arranged in which the person in question is asked politely to resign.
As a last resort, members of the board may turn to a vote of no confidence in this person’s abilities. Typical boardroom bylaws state that by a two thirds vote an ineffective member of the board can be asked to leave.
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