When the problem is around the table

At last year’s Leadership Conference, we asked directors a deceptively simple question: If there were no constraints, is there someone on your board you think should step down?

Seventy per cent of respondents said, ‘yes’.

That figure has stuck with me – not because it was surprising, but because of what it implies. Boards are good at thinking strategically, navigating complexity and managing risk. But when the problem is around the table, many boards hesitate.

That is understandable. Addressing director underperformance, especially when it is not outright misconduct, is one of the most sensitive challenges a board can face.

But it is also a test of board culture. If the standard is, “We deal with these things quietly, awkwardly or not at all”, then it is not just one person who is underperforming. It is the board.

So, what does a director do when they have serious concerns about a colleague’s contribution or conduct?

Knowing when to do something

Underperformance shows up in different ways. Sometimes it is visible – missing meetings, poor preparation, an unwillingness to engage. Other times, it is more subtle: blocking progress, dominating airtime, resisting fresh thinking, or failing to grasp the organisation’s complexity or operating environment. 

And then there are concerns around self-interest – when decisions do not feel aligned with the organisation’s best interests, and the director's own agenda seems to be taking precedence.

None of these signs, on their own, prove underperformance. But when a pattern emerges and starts to erode trust, cohesion or decision quality, it is time to take it seriously.

Not every disagreement or personality clash is a governance failure. Sometimes the issue lies with our own perceptions or expectations. But if a director finds themselves repeatedly worried about another’s behaviour, decision-making or capability, it is worth pausing to ask:

• Is this affecting the board’s ability to govern well?
• Would I be concerned if this person were on another board I care about?
• Have I seen attempts to address this and have they not worked?

When the answer to these questions is ‘yes’, then inaction stops being neutral – it becomes a choice that undermines the board.

At this point, it is worth thinking carefully about your options. In principle, more formal processes – such as calling for a resignation, escalating to an appointing authority or even legal action – may be available. But the threshold for those steps is high and difficult to meet in practice. 

In most cases, the more effective and proportionate approach is to use governance tools to flesh out the issue: honest feedback, board-alone time, raising the concern with the chair or, if applicable, with the appointing body.

Using evaluations to shift the conversation

A board and individual director evaluation can provide a safe, depersonalised way to surface and frame the issue, especially where concerns are difficult to raise directly.

Evaluations allow boards to explore patterns, gather feedback and create the conditions for accountability without personal confrontation.

As Wayne Church, who leads the IoD’s evaluation services, says: “An evaluation is not just about measuring performance. It’s about creating space to start a conversation about working together.”

Done well, an evaluation gives the chair a way to address issues they might otherwise struggle to raise. It provides a path forward for development – or, if necessary, for change.

Sometimes, though, evaluation and feedback are not enough. When issues persist, directors may need to consider more formal options.

When governance tools aren’t enough

Sometimes, the concern isn’t about contribution – it is about risk. Directors are required to act in good faith, with care, diligence and skill, and in the best interests of the organisation.

If that bar isn’t being met, and internal governance approaches have been genuinely tried, or immediate action is required, other steps may be needed.

That might include proposing non-reappointment, encouraging planned succession, or beginning a formal removal process consistent with the organisation’s constitution or rules.

These decisions often benefit from confidential legal input. Advice helps directors understand their obligations, protects against overstepping, and ensures the board’s response is proportionate and legally sound.

If the chair won’t act – or is the issue

When the chair is unwilling to act, or contributes to the problem, governance options narrow. If the chair is appointed by the board, removal may be possible via a majority vote, depending on the organisation’s governing documents.

Where the chair is appointed by shareholders, owners, members or an external authority, concerns may need to be raised through the most senior independent director, directly with the appointing body.

Removal usually requires a formal decision process in accordance with the organisation’s constitution or rules. Whatever the structure, the approach must be procedurally fair, clearly documented and justified on governance grounds, not personal ones.

Where removal is not possible or likely, a well-scoped evaluation, particularly one that includes chair performance, can still provide a circuit-breaker for change.

Supporting your peers – and lifting the standard

Boards are made up of people, not processes. There will always be moments when someone’s contribution falls short, or a behaviour, bias or blind spot needs to be addressed. What matters is how the board responds.

That might involve offering honest feedback. It might mean supporting a colleague through development or wellbeing issues. And in some cases, it might require initiating a formal discussion about renewal or removal.

The fact that most directors said they would replace a peer if they could is not just a performance signal, it is a culture one. Boards work best when they can address performance openly, support growth and call time when needed.

Governance standards do not rise on their own. They rise when directors help each other get better – and act when others can’t or won’t.

Strengthening board culture and performance requires courage, clarity and the right conversations. The IoD offers practical tools to support these conversations, including structured board and director evaluations, governance advisory services and access to
experienced facilitators. Find out more about how we can support your board’s next steps.