Leave before the board wants you to

“The best time to leave is six months before everybody else wants you to leave.”

Governance adviser Richard Westlake DistFInstD offered the test during an IoD 2026 Leadership Conference panel on managing poor board performance.  

Warning signs often appear before a director is asked to reconsider their position: reduced preparation, repeated challenges to settled decisions or an inability to listen.

Pania Gray CMInstD advised boards to look for patterns of behaviour rather than judge a director by one poorly expressed question that “lands with a clunk”. Arriving unprepared, returning to a hobby horse or refusing to accept a collective decision is more concerning.

Constructive challenge has a purpose and generates useful discussion, Gray said. It comes from someone who has prepared thoughtfully, listens as well as speaks, remains open to persuasion and steps back after occupying too much space.

Disengagement may be less obvious – a director moving around a digital board pack to check what is happening elsewhere or letting other commitments erode their preparation time.

“I don’t see enough directors having a good, hard, honest conversation with themselves about their utility on boards,” Gray said.

She encouraged directors to set an intention when accepting a position, giving them a basis for assessing later whether they still add value. She also suggested watching the trade-offs they begin to make – particularly when the time needed to prepare properly is spent elsewhere.  

Tony Carter CNZM, CFInstD said poor performance often emerges when mutual respect breaks down among directors or between the board and management. It can appear as micromanagement, a board too risk-averse to decide or challenge that turns negative. Distrust among directors, or between the board and management, can create a toxic atmosphere.

“The worst words you can ever hear in a boardroom are, ‘You’re wrong’,” Carter said.  

Diversity of thought means directors will disagree. Carter’s concern was with people who stop listening and insist on doing things their own way regardless. Gray pointed to another warning sign: a director repeatedly reopening matters after the board has reached a collective decision.

The chair has to manage those behaviours while ensuring quieter directors can contribute. The late Jim Bolger was remembered for knowing when to draw the right director into the discussion. Gray had recently seen another director deliberately bring a quieter colleague into a discussion rather than waiting for the chair to do it.

Some performance problems can be headed off before appointment or reappointment.

Westlake urged boards to begin with what the organisation will need over the next three to five years, rather than asking whether an incumbent would like another term. That means reassessing the skills, experience, networks and ways of working the board will need rather than simply refreshing the existing skills matrix.

Carter said a board review is only as useful as the chair’s response to it. A chair who accepts the findings and acts on them can use an evaluation to improve performance. One who resists the feedback can turn the exercise into little more than compliance.

For boards new to formal evaluation, Westlake favoured starting with the board as a whole before moving into individual director assessments. A more extensive review may also gather views from others with relevant insight into the board’s performance.

Westlake described one evaluation where eight directors gave the same assessment of a colleague whose continued place on the board had already been questioned. What had been a difficult conversation became much harder to dismiss.  

The situation becomes more difficult when the concern is the chair.

One response from the panel was that the most senior appropriate director should test whether other directors shared the concern. If they did, that director should speak privately with the chair.

Other comments emphasised keeping the conversation focused on the role and performance rather than the person, and allowing the chair to leave with dignity. Participants also noted that these situations tend to develop over time and may involve conversations outside formal board meetings.  

Board charters and codes of conduct help because they make expectations explicit. Discussing them with incoming directors establishes a common standard. But documents cannot repair poor behaviour on their own – boards still must address conduct that falls short.

Thinking about departure before it becomes necessary can also make succession easier.

Carter favours three three-year terms as a useful benchmark, while allowing flexibility where a shorter or longer tenure makes sense. Beyond nine years, he said, directors may begin to lose some of the enthusiasm and edge they once brought to the role.  

Westlake urged directors to plan their departure well in advance as part of continuing succession planning. Leaving enough time allows the board to consider the capabilities it will need next rather than simply replacing the person who is going.

He also cautioned departing directors against choosing their own successors.

“It is so easy to look for a clone, but not quite as good as you,” Westlake said.

His reasoning was simple: if the board needs something different in the future, succession should be based on that future need rather than reproducing the director who is leaving.

Carter’s answer to the question of how best to leave was simpler still: “With plenty of notice.”  

That gives the board time to decide what it needs next before a succession decision becomes an exit problem.