LC: An organisation with strong management can often rumble along, even with weaknesses in its governance. But it needs to have robust governance to meet its full potential, otherwise it runs the risk of unravelling. Trustee behaviour can have an influence on effective governance. If trustees work well together, they will be able to reach a consensus and keep the needs of beneficiaries at the heart of their decision-making. However, bad behaviour undermines this teamwork and ultimately detracts from the strategic direction of the organisation.
LL: Yes, and although there is an onus on the chair to address bad behaviour, it is the board's collective responsibility to challenge such behaviour. Trustees are often wary of confrontation and fail to support the chair, or choose to ignore what is happening - or, indeed, fail to see it. Bad behaviour can take the form of aggression, bullying, rudeness or arrogance, but probably more difficult to deal with are apathy, passive aggression and laziness. What is needed is a code of conduct to which all the organisation's trustees sign up and which can be a useful tool when bad behaviour becomes apparent.
LC: Absolutely. A clear understanding of the expectations of trustees in terms of their role and acceptable behaviour is very useful. This not only sets the standard of how trustees should behave but also provides a basis on which to challenge bad behaviour. Some boards are dominated by one or two trustees who hog the conversation or unnecessarily challenge recommendations put forward by others. This can hinder meetings, but at least it is easier to identify as bad behaviour and can be addressed. Apathetic behaviour of 'dormant' or pliable trustees is often harder to address. Sometimes it is difficult to engage them in the work of the organisation, which essentially makes their role defunct. In other instances they can generate a negative undercurrent. This might arise if the trustee appears to agree with the decision in the meeting but later undermines it by criticising the processes or raising their grievances with other trustees. This 'niggling' behaviour can be hard to resolve because it is difficult to bring out into the open.
LL: A useful tool for addressing bad behaviour is, of course, the Code of Good Governance. Working through it as a group - perhaps with relevant members of the senior management team - can address the problem without apportioning individual blame. It also provides an opportunity to address any difficulties in the relationship between the board and senior management.
LC: There are also simple but effective tools that you can use to improve trustee behaviour. I had experience of a board of a small charity where one trustee didn't like the chair and was consistently confrontational in meetings. This wasn't helped by the fact that the two always sat opposite one another across a table. For unrelated reasons, the venue for board meetings changed to a less formal setting, with trustees sitting in a circle rather than at a table. This created a more relaxed environment and reduced much of the tension.
LL: A glaring example of passive bad behaviour involves apathy. Trustees fail to read papers properly in advance of board meetings and waste time asking questions answered by the documents. They obstruct decision-making by raising issues they should have submitted in advance, which then have to be researched, deferring decisions from one meeting to the next. The chief executive is then blamed for the lack of organisational progress.
LC: There are, of course, many examples of good behaviour on boards: providing constructive feedback, the ability to view decisions objectively and being mindful of beneficiary needs. So much good behaviour comes down to effective communication; the ability to listen to others is vital to an effective board.
LL: I agree: we should not forget that many trustees are aware of the importance of good board behaviour and, against all odds, work with a common aim and mutual respect, to the benefit of their organisation.
Lynn Cadman is an independent charity and governance consultant and an associate of Professional Governance Services
Linda Laurence is a governance consultant and deputy chair of Community Network