“What can we do about rogue board members?” I’ve heard this question countless times over the years in governance workshops I’ve presented at APTA meetings, most recently the CEOs Seminar in Chicago a couple of months ago. Rogues, as you know, are trouble makers who march to their own governing tune at their own tempo, with little concern about the impact on their board colleagues. Their behavior can erode a board’s governing performance and poison a board’s culture, while in the process occasionally even tarnishing a transit authority’s image in the community. I always preface my response to this predictable question by pointing out that we’re talking about one of those bad news-good news scenarios. On the negative side of the ledger, there’s little other board members and the CEO can do directly – in the short run – to counter roguish behavior. The vast majority of transit board members are appointed by local elected officials such as mayors and county commission chairs, and the rogues I’ve observed over the years tend to feel more accountable to the appointing authorities than to the transit organization they’re responsible for governing, much less to their board colleagues. Short of serious ethical violations, appointing authorities are naturally very reluctant to rescind an appointment, and the occasional rogue board member I encounter tends, in my experience, to be impervious to public shaming.
On the positive side of the ledger, while it’s always going to be difficult to rein in rogue board members once they’ve reared their ugly heads, prevention and containment measures have proved to be quite effective. Take, for example, two real-life cases that I’ve observed in recent years. In a medium-sized transit authority, three of the nine board members had been bedeviling their colleagues by actively campaigning to get the CEO fired. Their disruptive strategy included peppering the CEO with hostile questions in board business meetings and special work sessions and leveling accusations of incompetence in the media. The other case involved two newly elected members of an eleven-person transit who’d united around a common purpose: “watching the critters so they don’t steal the store.” Little interested in such lofty governing goals as updating the authority’s vision and fashioning innovation initiatives to diversify services and strengthen operational performance, these rogues excelled at micro-managing rather than governing. For example, over the course of three work sessions aimed at reviewing the annual operating plan and budget, these self-proclaimed overseers wasted their colleagues’ precious time nit-picking minor expenditure items.
As it turned out, the majority on both of these boards – realizing that in the short term they could only stick together and weather the ruckus caused by their roguish colleagues – wisely recognized that developing their boards as governing organizations would not only limit the deleterious impact of rogues, but also prevent potentially disruptive board members from morphing into full-blown rogues. This is, indeed, what has happened in both authorities in the years since these two boards launched a number of board development initiatives involving, for example:
- Adoption by board resolution of a detailed “governing mission” laying out the major governing functions for which board members are accountable (for example, “annually updating clear strategic targets for our authority”) and use of the mission in orienting newly appointed board members in the on-boarding process.
- Establishment of a standing committee of the board – “governance” in one case, “board operations” in the other – explicitly accountable for management and coordination of the board as the authority’s corporate governing body, including the development and implementation of a program for ongoing development of board members’ governing knowledge and expertise.
- Annual adoption of updated board member performance targets and standards for communication and interaction – among board members; and board members with the CEO and senior managers: for example, that board members will attend the meetings of the whole board and their assigned committees; that board members can request information from managers reporting to the CEO, but only if the information is readily available and does not require significant time to generate; etc.
Have these steps completely eliminated the occasional rogue board member? Of course not, but they have definitely reduced the number and limited the impact of those who still now and then appear on the scene. I’d love to hear from our readers about the strategies they’ve employed in dealing with rogue members of their boards.