Ireland: Grasp The Nettle And Deal With Problematic Board Members

Last Updated: 5 September 2018
Article by Kieran Moynihan

Although dealing with difficult and disruptive board members can be painful, ignoring poor behaviour will inevitably lead to trouble

In recent years, there has been a huge focus on culture in the boardroom, the ‘tone at the top’ and how this impacts on the broader organisation and stakeholders.

One of the most serious challenges a chair and company secretary faces is a problematic board member who impacts on a board’s effectiveness and harmony. This can vary from slightly disruptive and irritating behaviour, to quite serious conduct that can cause extreme problems for the rest of the board or executive team.

In some cases, boards make allowances for less-than-ideal behaviours because of the strong overall contribution of a board member, but in many cases, boards are putting up with disruptive actions from board members who are making a modest contribution at best.

Even the most experienced of chairs can find problematic board members difficult to deal with and often embrace ‘hope’ as a strategy, trusting that the problem will recede in time – but in the majority of cases it never does.

Recognise the risk

The company secretary is often well positioned to recognise a disruptive board member and highlight the impact of this to a chair who may either not recognise or fully understand it. Another, often more difficult, challenge for the company secretary can be when the disruptive board member has been brought in by the chair or CEO.

“The company secretary is often well positioned to recognise a disruptive board member and highlight the impact to the chair”

The following factors have also contributed to chairs and board teams finding it difficult to ‘grasp the nettle’ and boldly deal with problematic board members:

  • As board teams meet relatively infrequently, there can be a tendency to put up with disruptive behaviour
  • There is still a lot of ‘legacy thinking’ and ‘ivory tower culture’ around boards, where it is almost not ‘the done thing’ to pull up a well-known or senior board member for their behaviour
  • Individual board member annual performance appraisals are still only adopted by a small percentage of boards, which robs the chair of a formal structured process to deal with serious behaviour issues
  • In many cases, board members do not have formal contracts for their board role and or formal terms that are subject to renewal.

Different types of disruptor

There are some common board member behavioural issues on boards and problematic board member types:

The CEO wannabe

This is a board member who is continually second-guessing the CEO and executive team, as well as being unduly critical of executive decisions. In many cases, this board member was either a former CEO or executive themselves.

This type of board member can be prone to trying to micro-manage the chief executive and executive team, does not respect the distinction between the role of executive and non-executive and can cause significant disruption to the flow of board meetings and decision-making processes.

The Pit Bull terrier

This represents an overly aggressive and combative board member; one who continually generates unnecessary tension in board discussions and is often prone to be verbally abusive and passive aggressive towards the board, or in some extreme cases, bully executives and fellow board members. This can be quite a common issue and is perhaps the most serious of cases of a problematic board member.

The super-director

The super-director is an unusual case of disruptive behaviour, whereby a particular board member’s experience and credentials are so far superior to other members of the board that they dominate discussions. The end-result can be almost like having a one-person board, as other directors become hesitant to challenge the dominant individual’s views.

The CEO cheerleader

This is the case of a board member who rarely or never challenges the CEO and executive team. In many cases they were brought in by the CEO. This kind of board member continually, and in a deliberate manner, downplays or deflects issues that might create problems for the chief executive and as a result is not respected or trusted by the others on the board.

The ‘checked-out’ board member

This issue is quite common, and can take the form of a board member who often arrives at meetings late, has not reviewed the board pack properly, is often on their phone or laptop when executives are presenting or other directors are speaking – they are going through the motions and contributing next to nothing.

The overwhelmed board member

This is the case of a director who is simply lost in the boardroom and seriously out of their depth. During substantive discussions on either complex finance, operations and strategic areas, they effectively become paralysed and cannot meaningfully contribute to the meeting. This is unfulfilling for both the individual and the board.

Dealing with the issue

The chair and company secretary need to work together to tackle a problematic and disruptive board member. It is important to note that each situation is unique, with each organisation having a different constitution, memorandum and articles of association, and each country having a different legal framework.

“Where a disruptive board member refuses to acknowledge or modify their behaviour, a chair has no choice but to take action to protect the integrity of the board”

The following advice and practical steps on dealing with problem board members are therefore only intended as high-level guidance – for serious cases, appropriate legal opinion should be sought to identify an optimal course of action.

1 Identify and calibrate the problem

This step involves the chair either recognising the problem themselves or having the company secretary and/or other board members bring it to their attention. The chair would then consult as appropriate with the company secretary, CEO and other board members to calibrate the nature and seriousness of the problem.

In the case of the chair being the board member with behavioural issues, this is particularly challenging for the company secretary and it is often the CEO in conjunction with the senior independent board member who needs to handle this.

2 One-on-one meeting

This step could be either an adhoc meeting called to discuss this issue, be part of a regular check-in or part of the board member annual performance assessment process. In either case, it is important that the chair raise the issue in a very clear but sensitive and professional way, its impact on the board and provide the board member the opportunity to respond.

In many cases, the problematic board member will push back hard and require the chair to display a strong mix of leadership and emotional intelligence to achieve an appropriate solution.

3 Concrete action plan

Where a disruptive board member refuses to acknowledge or modify their behaviour, a chair has no choice but to face up to this and take appropriate action in order to protect the integrity and effective functioning of the board. This can either be a more formal process of escalation and in the most serious cases, can lead to the appropriately handled removal of the board member from the board.

Problematic board members that seriously disrupt a board’s operations and effectiveness represent a considerable challenge for the chair, company secretary and fellow board members. In many cases over the years, the nettle was not grasped at the appropriate stage and an effective action plan implemented to address the issue.

Where poor behaviour is continually tolerated, it inevitably leads to a serious impact on the board as a team and ultimately lets down all other directors, shareholders and stakeholders. This is an example of where a chair, supported by the company secretary, needs to show genuine leadership in identifying and resolving a potentially damaging problem.

Kieran Moynihan is managing partner at Board Excellence

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

In association with
Related Topics
Related Articles
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of

To Use you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions