5 ways CEOs can resolve board issues — without taking sides

Chief executive officers often don’t hold their corporate boards in high regard.

Exhibit “A” is a Harvard Law School study that shows that only 35% of top executives rate their board of directors’ effectiveness as either good or excellent.

One area where CEOs can step in and improve board performance is getting directly involved as a mediator in contentious board disputes, which can be a thorny issue given the high stakes tied to big board decisions.

While CEOs and C-suite execs need the support of the board of directors to get their strategies and programs across, they can also expect to act as a mediator or counsel for boards, especially when they get into tough disputes. The trick is to balance the line of needing board support, but also the reality of having to weigh in on tough board decisions and broker fractious arguments.

“Officially, the CEO reports to the board, providing updates on performance and strategy execution,” said Guy Gresham, board advisor for Yale’s Initiative for Sustainable Finance and a board advisor at Sedex, a supply chain sustainability company. “The CEO also acts as interpreter and integrator, translating market conditions, investor sentiment, and operational realities into governance discussions.”

Gresham said CEOs shouldn’t be reluctant to get involved in board disputes, as boards should expect executives to foster cohesion and provide context, not just raw data.

“CEOs are best seen as facilitators, not arbiters,” he noted. “Their role is to ensure every perspective is heard, separate personalities from principles, and guide the board back to enterprise priorities.”

That’s important, as from an investor-relations standpoint, how disputes are handled “often influences shareholder confidence,” Gresham said.

The best path to becoming a board referee

The role CEOs play in board disputes will vary with the nature of the relationship between the CEO and the board.

“If it’s a very active board, the CEOs role may be limited to providing information, data, and perhaps opinions to the board; a very passive board might never experience significant disagreement in the first place,” said Jo-Ellen Pozner, associate professor of management at Santa Clara University Leavey School of Business.

In most corporations, however, the CEO plays an active role in decision-making and attempts to influence board members, either formally or informally.

“Most companies try to avoid overly political decision-making, which might entail the CEO taking sides within board-level coalitions,” Pozner noted. “Most also understand that, because board-level decisions are so important, they ought to be debated thoroughly using norms of appropriate task conflict, where all parties are empowered to assert their perspectives and debate decisions until something approaching consensus is reached.”

Getting to that point requires CEOs to take several key action steps to untangle board disputes in an above-board manner.

Try ‘shadow negotiation’

Executives can deploy team decision-making and tactics like shadow negotiation, e.g., offline meetings where individual board members discuss the issues at hand with each other and potentially the CEO before a decision needs to be made. “Adding, invoking concrete goals can help ensure that decision-making is productive, even if it is not always harmonious,” Pozner said.

Get the issue out into the open

CEOs looking to mediate board disputes should define the subject of the dispute and clearly articulate the different positions so that everyone confirms them. “This reduces the risk of simple miscommunication or weak formulations. It also allows the problem to be seen and framed, which is already part of the solution,” said Valeria Rozova-Rosenblatt, CEO at Emex Group, an international holding company.

CEOs should also prepare reliable and in-depth context on the issue. “This helps guarantee the parties are not just arguing at the level of opinions but move to the level of facts and applicability to the company,” Rozova-Rosenblatt noted.

Narrowing the scope of board meetings to the disputing parties can help them reach a local agreement first. “Here, the prepared context is especially valuable,” Rozova-Rosenblatt added. “It can also be helpful to apply different communication models, such as product content management.”

Work with the LID for better board harmony

When a CEO and board member disagree, the CEO will ideally have a good relationship with the board chair or lead independent director, where she can ask for help.

“For example, the CEO and LID may agree that a member of the C-suite with technical expertise should speak with that board member, to provide more information and possibly continuing education resources,” said Peter Gleason, CEO at the National Association of Corporate Directors. “Alternatively, the board chair and LID may need to review the board’s or committee charters to reaffirm lines of responsibility between the CEO and board.”

Be flexible but follow a few key tenets

Not all significant board disputes are created equal, so different approaches may be necessary depending on the cause of the dispute, as well as the impact on the organization. “C-suite executives should handle most major board disputes by prioritizing open communication, aligning organizational core principles, and using structured conflict resolution strategies to foster constructive outcomes,” said Maria Doughty, CEO at The Chicago Network, a women’s leadership network. Doughty advises CEOs to employ these five tactics when brokering board disputes.

1. Focus on shared goals, such as remembering the mission, vision, values, culture, and common objectives of the company.
2. Facilitate open communication. Proactively engage board members to surface and address concerns before formal meetings.” Doing so encourages transparency and psychological safety for open debate,” Doughty noted.
3. Establish decision protocols. Use clear, agreed-upon processes for discussing and deciding on contentious issues. “That helps avoid confusion and maintain fairness, leveraging digital or written frameworks was helpful, Doughty added.
4. Promote respect and diplomacy by modeling professional, non-personal dialogue, acknowledging differing perspectives, and ensuring all voices are respected during deliberations.
5. Retain a mediator. If disputes escalate, consider neutral mediators or governance consultants. “A mediator can facilitate resolution and maintain governance integrity,” Doughty said.

How to deal with the fallout of board-member grudges after a big decision

Disputes don’t end when the vote is cast, and grudges can linger.

“The best CEOs address them directly through one-on-one follow-ups, validating perspectives and offering directors roles in related oversight or committees,” Gresham said. “This turns frustration into engagement and shows investors a united front.”

To nip any problems in the bud, Gresham advises senior executives to reach out privately within days of a contentious vote. “That move can acknowledge concerns and channel energy into constructive contributions,” he said.

Ideally, there will be no hard feelings or grudges when decisions do not go the way a given board member had hoped.

“CEOs get to their lofty offices because they are astute and sensitive operators,” Pozner said. “They should be well-equipped to navigate hard feelings in the short-term using their emotional intelligence, appealing to organizational cultural norms, and making sure everybody is focused on the same goals: the long-term success and sustainability of the organization.”