Boards are our business

News and Views

The Broken Chair

February 4, 2021

Posted in: WATSON Views

Think about the chair at the head of your boardroom table. Is it shiny and new with lots of useful features? Is it ergonomic, designed perfectly to fit your needs? Is it a bit old and rusty but comfortable? Or is it broken? Maybe it came that way, or maybe it’s worn down and no longer serves its purpose. But it’s still there.  

What do you do when your board chair is no longer serving your board?

One thing has become clear over the past few decades, the role of the board chair is complex and demanding. Once seen as a figurehead role focused on facilitating meetings and liaising with the CEO, the role has evolved to include a breadth of responsibilities: planning the forward agenda, ensuring the right information is before the board, framing key issues for board decision or oversight, orchestrating the strategic planning process, nurturing relationships with stakeholders, and fostering a healthy board culture.

As the demands of the chair role grow, so do the expectations we hold for the individuals who choose to take it on. The role requires a significant commitment of time and energy and a broad set of skills and experience from facilitation and meeting design, to EQ and consensus-building.

So back to the question – what do you do when your chair isn’t quite cutting it? It’s a challenging situation to navigate but given the importance of the role it’s critical to do something.

First, try to understand the root cause of the issue. Is the chair overstretched and unable to commit the time needed to the role? Is the chair inexperienced and perhaps unaware of what is expected of them in the role? Would they benefit from training or mentorship? Have they been in the role for too long? Has their performance dropped recently, or has it always been an issue? Are they showing signs of burnout?

Then, look to your practices to see if there is already a framework or tool in place that might help assess or improve the chair’s performance, or potentially set the stage for transition if the chair is underperforming. Do you have a chair position description? Do you have term limits in place for the role? Do you have a chair evaluation built into your board or director evaluation process? Do you have a budget to support chair training and development?

Based on your situation, there are several potential courses of action:

  • Conduct a chair evaluation. One of the best ways to get a balanced sense of the chair’s performance and highlight strengths and opportunities for improvement is through a chair evaluation process. Often this is done as part of a board or director evaluation; this can help take the attention off of the chair and put the feedback in the broader context of continual board-wide improvement. A chair evaluation is a fair, neutral way to assess chair performance, offer constructive feedback, and provide an opportunity for the chair to act on the feedback. A chair evaluation process often involves an in camera debrief of the remaining directors to discuss chair performance and align on key messages – this is an opportune time to discuss and align on a shared view of chair performance. In an ideal situation, boards have a regular practice of chair evaluation as part of their annual calendar so it doesn’t feel reactive to a particular situation (and, so your chair benefits from great feedback on an regular basis).
  • Invest in chair development. If your chair’s performance feels related to a lack of clarity on the role and expectations, or a lack of support, consider whether they would benefit from mentorship, education, or professional development to support them in their role. Especially in smaller organizations with less formal governance practices, a lack of role clarity can result in misaligned expectations. And in any organization, inexperienced chairs “don’t know what they don’t know” and benefit from chair training to understand the role and what is expected of chairs today. Start from a point of understanding and support the chair to ensure they have the tools to succeed.
  • Have the conversation. The conversation will look different depending on the situation, dynamics, and relationships. Depending on your relationship with the chair, it might be a conversation with them directly, focused on how they are feeling, asking if they need support, or trying to understand why their performance has changed. If you don’t have a relationship with the chair that would allow you to have this conversation, consider who might have the relationship, credibility, and soft touch to have this critical conversation (for example, the vice chair or governance committee chair). Share your observations and concerns with this person, focusing on facts and specific examples, not personality or hunches. Give them time to process and think about how they might address the situation, and what information or support they might need.
  • Go back in time. Hindsight is 20/20. If you find yourself in a situation where it feels like there is no clear course of action, consider what structures or mechanisms would have been beneficial and ensure they are put in place going forward. Consider what makes sense for your organization in terms of chair term limits, a clear role description, a chair succession process, mentorship from a previous chair, a regular chair evaluation, or a chair development budget. Look to the future and build practices to ensure there is a pipeline of qualified leaders who are clear on the role and able to add value in the future. Don’t wait until things are broken to put good process in place.

Where you go from here will depend on the nature of the issue, the chair’s plans, and your governance framework and processes. In most cases, chair transition will come naturally – most chairs know when they are not performing at their best and want the best for the organization, which in some cases means transition. In other cases, high quality feedback, role clarity, and support are powerful tools to course correct. Regardless of the situation, make sure to approach it with tact, empathy, and kindness, starting from a point of understanding and working towards a solution together. The role is difficult and can be lonely – sometimes a chair needs a little support to manage the load.



In the Boardroom: COVID, Travel and Tone at The Top

January 20, 2021

Posted in: WATSON Views

Your ears perk up – what did the CEO just say?  Here you are, a director participating in the last Finance Committee meeting of an exhausting 2020.

As the meeting comes to a close you hear the CEO mention that they will be checking email over the holidays from their condo in Palm Springs. 

“Wait …”, you start to voice your concerns but the Chair jumps in first, “That’s great! You’ll finally be able to see your spouse after all these months.” The CEO smiles broadly as the Chair continues, “You must be so tired after leading the organization through this challenging and intense year.”

The conversation flows naturally to holiday well wishes and before you know it, the meeting is over. When you touch base with the Chair afterwards, they express concern about the CEO burning out or resigning, which would be a disaster. With everything on the CEO’s shoulders, surely this is essential travel, isn’t it?

It seems like every day we are seeing headlines about leaders who chose to travel over the holidays. Some stories feel clearly over the line: a tropical vacation; a trip to a zone with high infection rates. Others are more ethically complex: a last visit with a beloved grandmother dying in a country far away, a cabin respite for a spouse whose mental health needs attention, a reunion for a weary leader separated from their partner and children.

We are exhausted. We have given up so much. We are all separated from the people and places we love. And we are disappointed when the people we look to for leadership don’t seem to be holding the line with us.

Our leaders, in all sectors and industries, are tired too. But it’s not just CEOs who need to reflect on their leadership, boards must be COVID-19 role models too. In some cases, the very boards who are now chastising or dismissing their leaders were well aware of these travel plans. While they may not have formally approved the travel, they did not establish clear expectations or act when they heard their CEOs mention holiday travel plans.

Tone at the top matters. Boards are held to a higher standard than others and, as such, need to anticipate staff, executive, and stakeholder concerns. Boards need to lead unimpeachably, no matter how tired they are – and they have a key role to play.

  • Establish, communicate and reinforce pandemic guidelines for gatherings and travel throughout the organization, starting at the top.
  • Keep guidelines updated based on new information, evolving guidelines and ever-deepening understanding of stakeholder’s expectations and experiences.
  • Go beyond the letter of guidelines and avoid the grey zone by being leaders in safety and health for the broader community.
  • If you are the chair, really lean into your role as a sounding board and advisor to the CEO. Most CEOs need an outlet for the pressure and a thought partner who can steer them away from a decision that will erode stakeholder trust and confidence.
  • What you say and do (or don’t say or do) sends a strong message about your organization’s truest and deepest values. Send the right message.

We know our CEOs are tired, yet we need them to stick to a high and often painful standard of leadership, and to remain engaged and optimistic. They need empathy, a sounding board, and a coach who can help them set and hold the standard of behaviour.

When CEOs’ behaviours are in the grey zone, the potential consequences are high: unplanned turnover (if they are dismissed or resign); negative media; frustration of employees, customers and other stakeholders; financial or legal consequences; and, in this case direct and indirect health risks. Directors need to support each other and their executives to uphold a high standard even in difficult times.

Today it’s travel, tomorrow it will be something else; now is a time we can make a difference with courage, consistency and commitment.



WATSON/Family Enterprise Xchange Webinar: How Family Enterprises are Navigating Uncertainty

January 19, 2021

Posted in: WATSON Speaks

During the past year, we have all experienced a lot of turbulence — and there’s more ahead. As family business owners plan for the future, they’re having to be more flexible and consider multiple business scenarios.

Join WATSON and FEX on February 9, 2021 for the next panel with Julius Frohlich and Chris Massie where we will hear how far they are looking out and what they’re doing differently during their planning as they try to navigate uncertainty.

  • What are some of the different scenarios that have been considered?
  • How have they engaged their leaders and advisors to chart the course?
  • Are they performing better or worse than planned?
  • What adjustments have they made as a result?


Tuesday, February 9, 2021
1:00PM EDT/ 11:00AM MDT/ 10:00AM PDT


More information HERE

Registration HERE


PS: In case you missed the last WATSON/FEX webinar, catch it HERE!


WATSON Presents at WNorth’s January Workshop

January 8, 2021

Posted in: WATSON Views

Sharon Rudy, WATSON Board Director & Executive Search Practice co-lead, and Natasha Himer, Senior Governace Consultant, will share their thoughts and experience at WNorths’ Fireside Chat, “Getting On Board”, on January 22, 2021.

Sharon and Natasha answer the age-old governance question and help you identify your director value proposition – what skills, strengths, and experience will make you stand out as a candidate, deconstruct what kind of board you want to join and how to start your search.

During the interactive session we will explore:

  • What boards are looking for in potential directors
  • An honest assessment of why you want to serve
  • What to know about how directors get on boards
  • What to do to begin to be thought of as a potential director
  • How to stay on a board

Register here





1 2 3 4 34