​Max is doing it again. First, he comes to the board meeting real late. Then, shortly after he arrives, he is obviously scrolling through email on his iPad. To top it off, he’s dozed off during the safety committee presentation.

Is there a Max in your boardroom’s mix? If so, what can be done about it?

It’s more than a potentially delicate problem for a board, says Pat Mangan, NRECA Director of Governance Education. The non-engaged and ineffective director poses a risk to the entire board in this litigious time when cooperative governance practices are highly scrutinized, Mangan said.

Yet, he said, such a boardroom problem can fester because no one knows how, when, where or by whom to address it, Mangan said. There are situations among very close-knit boardrooms, Mangan added, when the issue is obvious but the board tacitly accepts the behavior because they also know of extenuating circumstances. For example, the underperforming board member may have served honorably for many years and is facing some challenging times at home, so it’s very difficult to suggest to him or her that they should step down.

To help directors and CEOs develop options and guidance on this issue, Mangan led an interactive breakout session at the 2016 NRECA Annual Meeting in which the audience formed groups to discuss the “Max” problem and how to approach it.

The problem they were given: Hypothetical Max is 56 years old and owns a construction company. He’s been on the board 13 years and was once an engaged and enthusiastic director. Now, Max frequently arrives late. Most troubling to his fellow directors is he seems unprepared for discussions and seldom asks questions. Moreover, Max regularly nods off in meetings, sometimes for an hour at a time, and everyone has noticed.

The audience grouped around four possible approaches to addressing Max.

  1. Hope Max “gets a clue.”

  2. Max gets visit from proactive board chair

  3. Matter turned over to the co-op attorney.

  4. Max gets a visit from a concerned friend, colleague or spouse.

How did the workshop groups respond to the Max problem?

  • Read verbatim responses from the audience to the four approaches. Download PDF.

  • Watch the video of this interactive session.

What are the best practices in dealing with a Max?

First, dealing with the underperforming board member is NOT the CEO’s job, but rather within the responsibility of the board chair, Mangan said.

Mangan compiled the audience’s responses and came up with this list of seven suggested tactics for board chairs to consider.

  1. One-on-one conversation between the board chair and the “checked-out” director.

  2. Review director expectations.

  3. Use a board performance evaluation to raise the issue.

  4. Use a peer-to-peer evaluation to target the issue.

  5. Consider involving the cooperative’s attorney in a discussion with the “checked out” director, possibly as an escalation measure if earlier conversations were not successful.*

  6. Consider whether involving the director’s spouse (or a close friend if there is no spouse) in the discussion with the director.*

  7. Make “director expectations” a regular topic of discussion on the board agenda.

*Note: Readers should be aware that tactics #5 and #6 carried a big caveat with many attendees. Before involving others not on the board, careful consideration should be given about whether the board feels comfortable that this third party can be an effective voice in that conversation with Max. Confidentiality concerns were also raised about bringing a spouse and particularly a friend into what the group concluded was “the board’s business.”


For questions or additional resources, email Pat Mangan. He can provide examples of:

  • Board performance evaluation forms
  • Peer-to-peer evaluation forms
  • Board chair responsibilities descriptions
  • Director roles & responsibilities policy
  • Director expectations descriptions

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