In a major crisis, the Chair must keep the Board as functional as possible, “maintaining the balance between driving for decision-making and ensuring open discussion”. one contributor summed up the issues raised by many:
“There is a great paradox: real adversity is when you most need your Board, and it’s the time that it is most difficult for them to deliver. Boards operating outside comfort zones need to discard normal rules and think afresh about positioning and behaviour with each other.
“An effective Board in a crisis is one that can strike the right balance between two tensions in particular – that of driving for decision-making yet maintaining an openness to challenge and, secondly, the Non-Executives’ new role in respect of supporting management. As a Non-Executive Director you have both a great need to know what is going on, and you also don’t want to get in the way unnecessarily.
“The message for Non-Executive Directors in this situation is: think hard about this balance and how you can adjust your posture to accommodate the Executive’s needs. For example, in a complex and hostile bid situation, you may be feeling too remote, unable to exercise the oversight required of you. You will be anxious because you know it is your job to exercise oversight and because you know that you may be exposed to liabilities. This leads to tensions with management feeling put upon and overburdened by your requests for information, while you are feeling under-informed and marginalised.
“In this situation, the Chairman has a huge role in the cultivation of trust in order that everyone remains receptive to challenge. This kind of trust needs to be built up over an extended period. It can’t happen overnight and hence the emphasis on preparing for such eventualities in calm times.
“This is the time when a Chair can really distinguish him/herself – bringing strength of discipline to the table while requiring everyone to remain open to challenge.”