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One of the most shocking boardroom data points every year comes courtesy of
One of the most shocking boardroom data points every year comes courtesy of
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It’s Funny What Happens When You Never Talk About Something

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November 30, 2022 

With deepest thanks to our friend and colleague Adam Epstein

One of the most shocking boardroom data points every year comes courtesy of PwC.
Their annual board survey of large public company directors asks a terrific question:
“Are there directors on your board who you think shouldn’t be? If so, how many?”
Here’s the answer in 2022:
Almost half of directors (48%) think one or more directors on their board should be replaced. Nineteen percent (19%) would replace two or more of their fellow directors.
You read that correctly.
It never ceases to amaze me how few people discuss this.
There are lots of reasons why there are 1000s of people serving on private, public, and non-profit boards who shouldn’t be. You could easily write 10,000 words on it.
There would be a lot fewer if more people openly discussed – and then seriously considered – just one word.
Resignation is located just around the corner and across the way in the American lexicon from a word that we’re not keen on.
To quit is un-American – it’s the antithesis of what built our country. And we were all reminded of it daily as kids, “No one likes a quitter.”
Resigning isn’t the same thing as quitting, of course, as we all know.
Quitting evokes an unwillingness to expend the requisite effort.
Resigning isn’t about effort; it’s a more thoughtful, reasoned departure.
But they both look the same on the scorecard: a person voluntarily decided to vacate a position.
Why does this all matter?
I think it matters a lot, actually.
I think it’s part of the reason why you could attend every large corporate governance event in the U.S. year after year and not see a single panel where experienced board members discuss what fact patterns induced them to resign from a board, and why they were thrilled they did.
It’s funny what happens when people never discuss a course of conduct. It doesn’t happen.
So in the spirit of sunlight being the best disinfectant, let’s just be resolutely clear:
Sometimes the very best thing you could do as a board member is to resign.
I have discussed this issue with an awful lot of board members over the years. I can’t tell you how many times I’ve heard things like:
  • “I knew that my skills and experience were no longer additive. I was brought on the board to help with a discrete set of problems, and those problems went away when the company effectuated a spin-out.”

  • “The CEO was the wrong person to lead the company… for many reasons. But the other board members were good friends of the CEOs, and I was on an island. I knew that poor performance was all but guaranteed with this guy. And I was right.”

  • “The other board members weren’t experienced enough to know that the finance team was not only understaffed, but it was also amateur hour. I could just tell that this was heading to late filings and a potential restatement situation. All the indicators were there, but I couldn’t get any of the other board members to see the problem.”

  • “The other board members – and even our outside counsel – were so enamored with the CEO. I’m not a lawyer, but even I could see that what the CEO was suggesting was tantamount to self-dealing.”
And all those poignant reflections ended the same way, “I should have resigned from the board.....”
None of them did.
All of them regretted it.
If your gut tells you to resign from a board… resign.
It’s not “un-American.” It’s smart. And a lot more board members should do it, whether boardroom “experts” want to talk about it or not.
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