UK: How Boards Manage Conflict And Tension

Last Updated: 4 August 2017
Article by Andrew Kakabadse

Andrew Kakabadse of Henley Business School discusses how to healthily manage clashes in the boardroom.

Over the past 15 years, I have focused much of my work on the dynamics of boardroom relationships. I have studied how boards are formed and looked at how a group of disparate individuals, all with their own specific skills and typically with strong opinions, come together and work effectively as a team.

I am also interested in who facilitates that teamwork and draws together all those disparate strengths.

In 2014, I worked with ICSA: The Governance Institute on a piece of research into the role of the company secretary, which we published under the title 'Building trust through governance: the role of the company secretary'.

One of the interesting findings of that research was the similarity between the skills and attributes of the best company secretaries and those of a chairman, for example: humanity, humility, high intelligence, understanding of agendas, negotiation and resilience.

Essential tension

Previous research that I had undertaken, using our unique database of 12,500 top teams and 5,500 boards, identified significant tensions in the boardroom between the chairman and CEO, the CEO and CFO, and the executive and non-executive members of the board, among other pairings.

By way of example, that earlier research suggested 75% of chairman-CEO relationships were in some way dysfunctional.

However, these tensions are rarely recognised. My previous research identified that boardroom conflict primarily involves clashes over the purpose of the organisation and competitive advantage.

A state of at least some tension will be an inevitable result of the way in which our boardrooms are filled with intelligent, high-achieving people.

Intelligent and informed people can, and often do, reach different conclusions and, having done so and being conscious of their own intelligence, can be unwilling to let go of a clearly developed and logically founded perspective. I have referred to this phenomenon as 'disruptive diversity'.

"A good board is one with managed tension, while a dysfunctional board allows it to fester and escalate into conflict"

In 'Building trust through governance: the role of the company secretary', our first key finding was: 'The role of the company secretary is much more than just administrative. At its best, it delivers strategic leadership, acting as a vital bridge between the executive management and the board, and facilitating the delivery of organisational objectives.'

I was therefore delighted when ICSA approached me to look at the role of the company secretary in managing tension in the boardroom, an issue the Institute had recognised in its work on the 'soft skills' of senior company secretaries.

There have been half-hearted attempts at analysing conflict in the boardroom, but they have lacked depth and I thought it would be interesting to undertake a more comprehensive study.

This would examine the nature of conflict; the reasons for conflict; contextual influences; the nature of the protagonists; the length of the conflict; any attempts at resolution or not; the impact of the conflict on the board and the organisation; and whether a pattern exists concerning approaches to resolution/intervention and the type of conflict.

It would also give us an opportunity to identify and distinguish the characteristics of 'good' boardroom tension against 'bad'; understand the characteristics of productive conflict resolution; evaluate the role of the company secretary in supporting productive conflict resolution; and assess the support needed to develop the relevant skills of company secretaries.

Distinct forces

Our interviewees drew a clear distinction between tension and conflict. Tension is disagreement, which is often uncomfortable but can be resolved by healthy debate.

Conflict, on the other hand, is regarded as aggressive tension that usually escalates to extreme and unresolvable levels. Tension is also seen as a positive and necessary force for any effective board, while conflict is disruptive and detrimental.

When conflicts do occur they can fundamentally alter the dynamics of the board in ways from which it can prove difficult to recover. Tension and conflict are most likely to emerge during decision-making, or be linked to people, personality and historical issues, such as changes in board structure.

This structural tension occurs as a result of the conflicting demands of different roles. However, this is largely seen as positive and necessary to the function of the board.

Tension is most likely to lead to disruptive conflict when disagreements and concerns are left unresolved for too long. This can also be the case where board member disputes become personal and it becomes difficult or impossible to find any middle-ground.

We were told, however, that board diversity is not an issue that is likely to lead to unresolvable conflict. On the contrary, it was seen as positive and facilitates healthy tension.

Manage or minimise

Given that tension and conflict are different, it follows that the method for effectively dealing with them is also different. Drawing on the personal experience of board members working in a variety of roles, we have identified that robust debate, open dialogue and tackling uncomfortable issues head-on explicitly benefits boards' decision-making and actions.

However, our findings challenge the fundamental assumption that conflicts should always be aired, discussed and addressed in the boardroom. Strategies for managing tension and minimising conflict in the boardroom include:

  • Explicitly acknowledging concerns during board meetings
  • Face-to-face conversations
  • Depersonalising tension by reminding board members of their 'higher purpose'.

Conflict, on the other hand, is most effectively resolved in informal one-to-one meetings outside the boardroom.

In general, therefore, strategy and decision issues are more appropriately resolved inside the boardroom. A good board is one with managed tension, while a dysfunctional board allows unresolved tension to fester and escalate into conflict situations.

Such boards become politicised as views become entrenched and teams try to work out their differences. In these circumstances, some board members dare not raise uncomfortable issues for fear of exacerbating already tense situations and, more often than not, a culture of paralysis can emerge.

The roots of strife

The causes of boardroom tension are varied. Top managers can rightly hold diverse views on what competitive advantage is, and almost one-third of organisations worldwide find that they cannot agree on this.

34% of boards indicated that they had no shared view on mission, vision or strategy, and 66% that there was a known, difficult but critical issue which board members felt too uncomfortable to raise.

In many cases, this related to the organisation's strategic advantage and how it should be differentiated from its peers. In many other cases it related to people and their recruitment, promotions and/or remuneration. These issues are always sensitive and more than usually open to subjective and strongly held opinion.

These people issues included defensiveness on the part of the CEO; a lack of understanding of the role and intent of non-executive directors, seen as meddling or interfering rather than supportive; and the rise of what I have described as the 'psychopathic CFO'. By this I mean a CFO who is focused entirely on the numbers and whose view on any boardroom issue can be defined on that basis.

Key roles in resolution

The chairman and company secretary play the most important roles in managing tension and conflict resolution.

The role of the chairman is to be clear about what is properly discussed in the boardroom, what needs to be dealt with outside, and what needs to be dealt with outside the business completely. The chairman sets firmly established boundaries about what can be discussed within and outside the boardroom.

Company secretaries play a critical role in conflict resolution, facilitating and maintaining boards' ability to function. They are the honest broker in many such situations.

As the principal point of contact for the non-executive directors, their focal point for data and information, and their 24-hours-a-day, 365-days-a-year presence in the company, company secretaries also have the ability to build strong relationships with executive colleagues.

Their generally high IQ, coupled with the high EQ developed in this role, means they can also be the first to spot developing tensions.

Perhaps the most important factor is, however, the trust placed in their integrity and independence. Although more can be done to foster this – I know that ICSA believes company secretaries should report to the chairman and that their pay should be a matter for the remuneration committee – it remains widely recognised.

Boards together and apart

A theme that emerged from a number of our interviews was that the board was both a collection of individuals and an ensemble. Each single member acts alone, but also works with others to make decisions in the best interests of the organisation.

All board members bring their own expertise, roles, responsibilities, goals and agendas. They may even take pride in their own levels of independence and objectivity. Despite these attributes, they must ultimately work as part of a wider team that is responsible for the organisation's long-term interests.

As such, effective boards should be places of harmony and collaboration, as well as challenge and independence. Boards ideally act as environments in which each member can respect and incorporate the views of others and, when needed, retain their independence and question fundamental assumptions.

"Top managers can hold diverse views on competitive advantage"

It has long been recognised that challenge, scrutiny and robust debate can lead to disagreement, tension and conflict in the boardroom. However, our respondents for this unique study on conflict and tension in the boardroom stress that tension and conflict are not only inevitable, but also play an essential part in effective boards.

Boardrooms would be far less effective places without a degree of constructive tension. It is only by understanding and embracing this process, we were told, that the best possible decisions can be reached.

Both the management oversight and decision-making roles of the board benefit from an atmosphere of constructive challenge and the freely-expressed views of board members. If non-executive directors are to hold management to account properly, they must not be shy about expressing their views, testing assumptions or challenging groupthink.

As one board member notes: 'If everybody is thinking and behaving in exactly the same way, it is utterly pointless.'

For a board to move forward as one body in the best interests of the organisation, personal differences and opinions need to be managed effectively by the chairman and his or her right-hand man or woman – the company secretary.

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 Video
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
Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:
  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.
  • Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.
    If you do not want us to provide your name and email address you may opt out by clicking here
    If you do not wish to receive any future announcements of products and services offered by Mondaq you may opt out by clicking here

    Terms & Conditions and Privacy Statement (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

    Use of

    You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). 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 & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


    Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd 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 or performance of information available from this server.

    The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


    Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

    • To allow you to personalize the Mondaq websites you are visiting.
    • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
    • To produce demographic feedback for our information providers who provide information free for your use.

    Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

    Information Collection and Use

    We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

    We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to with “no disclosure” in the subject heading

    Mondaq News Alerts

    In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


    A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

    Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

    Log Files

    We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


    This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

    Surveys & Contests

    From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


    If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


    From time to time Mondaq may send you emails promoting Mondaq services including new services. You may opt out of receiving such emails by clicking below.

    *** If you do not wish to receive any future announcements of services offered by Mondaq you may opt out by clicking here .


    This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to

    Correcting/Updating Personal Information

    If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to

    Notification of Changes

    If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

    How to contact Mondaq

    You can contact us with comments or queries at

    If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at and we will use commercially reasonable efforts to determine and correct the problem promptly.

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