Chair Series 5: Managing Conflict Around the Board Table

Every board I have ever sat on has had a meeting that went sideways. And pretty often it was not the current issue on the agenda that did it. Board conflict often has its roots beyond the discussion itself. In my experience it’s been a louder-than-it-needed-to-be sigh, or a comment/joke that was poorly worded and landed wrong, or even a mistimed smile that was taken out of context. There are genuine disagreements that can and SHOULD happen around the board table but when the conflict moves beyond the issue, there can be a real threat to the cohesion of a board. Many organizations have been greatly harmed by board conflict.   

Conflict is inevitable when capable people care about the mission. But conflict isn’t inherently bad; essentially, anytime someone disagrees with another, that’s conflict. And good boards disagree. They disagree all the time. About priorities and risk, where to focus resources, and what the future should look like. They should disagree, there should be constructive criticism, and there should be hard questions. A big part of the chair’s job is managing conflict around the board table, turning that energy into better decisions while stopping the behaviours that damage trust. Weaving disagreement into consensus while preventing harmful conflict.

Identify the Type of Board Conflict

Not all conflict is the same, and not all conflict is bad. At its best, conflict is what any good board, organization, or team should want, conflict that focuses on the issues and makes things better. At its worst, it can tear apart organizations.

There are, very broadly, two kinds of conflict:

Task conflict

Generally positive and focused on ideas, options, process, outcomes, and other issues directly tied to a decision.

Interpersonal conflict

Negative and rooted in personalities, grievances, dislike, attitude, and other personal issues usually wholly unrelated to a task at hand.

If you identify conflict or budding conflict, your move as chair is to figure out which kind you are dealing with. The two call for pretty different responses. Task conflict usually needs shaping rather than stopping: that is, directing it in the most helpful way, such as clearly naming the competing options, considering them against universally agreed criteria, and letting the disagreement run until it produces a decision. Interpersonal conflict needs containing: take it off the table in front of everyone, then deal with it privately and afterwards. Pressing it in the room can harden positions and give the behaviour an audience. The wrong intervention can make things worse either way, shutting down an argument the board needed or letting a personal one play out in public.

Set Clear Norms for Board Discussions

Clear board meeting norms make it easier to distinguish productive disagreement from behaviour that damages trust. A board will develop a culture of its own if you aren’t deliberate about it, and promoting a strong culture related to conflict is important. Do things that create an environment where conflict is welcomed, but that interpersonal conflict will not be tolerated. Make things easy and clear for everyone. Here are some things to help before discussions start:

• Have a clear agenda and the right information sent. Ambiguity and a lack of understanding of issues can lead to problems
• Implement a tool like Guru’s Rules that helps to clarify what I expected of board members and sets meeting standards
• Present a short norms statement at the start of meetings that describes expectations, including focusing on the issue at hand
• In particular, ensure everyone knows that they are expected and welcomed to ask hard questions and criticize, as long as it’s focused on the issue, and that people will act in good faith and assume good faith in others
• If possible, meet with every director annually to get to know them and to better understand what they bring to the board
• The board chair also needs to lead by example, utilizing their power in the best interests of informed, rational, and compliant decision-making, and in line with the board norms.

Manage Conflict During the Board Meeting

What can a board chair say when conflict escalates?

Norms and preparation do their work before the meeting starts. Once conflict is in the room, there is nothing left to reach back for, and it falls to the chair to address it in the moment. Managing board conflict requires the chair to recognize when a discussion is becoming unproductive and be prepared to take control of the meeting.

Disagreement—even heated disagreement—can be extremely useful. But when a discussion becomes more harmful than beneficial, or more about the individuals than the issue, the chair needs to step in. This is particularly important with board meeting conflict, where a disagreement that starts around an issue can quickly become personal and damage relationships around the table. The chair’s role is not to eliminate disagreement, but to keep conflict around the board table focused on the work of the board.

Getting to know your board members will help you pick up earlier on signs that could be leading to harmful conflict. Directing the conversation in a way that highlights areas of agreement is important, as is being sensitive to criticism directed at people rather than the issue or task. At the same time, the chair needs to ensure that discussion remains robust and that directors aren’t avoiding disagreement that could lead to better decisions.

This is where board chair conflict management becomes less about having the perfect response and more about knowing when and how to intervene. While there are infinite potential causes of conflict, addressing it in a meeting often calls for responses that can be used across many situations.

Here are some of the most diplomatic and defusing responses I have come across. I’m sure you can think of situations you’ve seen where each could be useful:

• I want to make sure I have this right before we go further. Can you put your concern in one sentence?
• That is a fair challenge. Let us aim it at the proposal rather than at each other
• We are moving into personal territory. We need to bring this back to the question in front of the board
• I am hearing some strong views; let’s keep them focused on the topic at hand
• It is time for us to take a short break—which may be for 30 seconds or fifteen minutes

When Conflict Involves One Director

Sometimes board meeting conflict isn’t really about the issue being discussed. It may be centred on one director whose behaviour is making it harder for the board to have a productive discussion. The chair needs to distinguish between legitimate disagreement and behaviour that is undermining the board.

A director can strongly challenge a proposal, question another director’s reasoning, or disagree with a decision without creating a governance problem. The concern arises when behaviour becomes repeated, disruptive, personal, or inconsistent with the board’s expectations.

When conflict involves one director, consider what you are actually seeing:

• Legitimate disagreement: The director is challenging an idea, decision, priority, or process. This should generally be welcomed as part of healthy board debate.
• Repeated disruptive behaviour: Interrupting, dominating discussion, dismissing others, or repeatedly derailing meetings may require the chair to intervene.
• Interpersonal conflict: Personal grievances or tensions between directors should generally be taken out of the meeting and addressed privately.
• A breach of board expectations or the code of conduct: If behaviour crosses an established boundary, the chair may need to follow the board’s formal process rather than trying to resolve it informally.

The goal isn’t to silence a difficult board member simply because they are difficult. The goal is to protect the board’s ability to have robust discussions while maintaining the standards of behaviour that allow everyone to participate effectively.

When Board Conflict Becomes a Behaviour Issue

Not every difficult interaction requires formal action. But when a director’s behaviour repeatedly undermines the board’s ability to function, the issue moves beyond disagreement and becomes a governance matter.

If a director interrupts, grandstands, or undermines decisions after they have been made, that is no longer a disagreement. It is a governance issue, and it needs to be handled like one.

• Pause the meeting and remind them of expectations
• If the behaviour continues, take a brief recess and speak with the director privately
• After the meeting, document the concern and bring it to the governance committee
• Use the code of conduct and sanctions process if you need to

As the chair, you have limited ability to act on your own, but it will be your responsibility to lead or ensure leadership in dealing with the issue. Consistency protects culture, and it signals that the standards apply to everyone, including, or especially, the loudest person in the room.

What you do after the meeting matters as much as the intervention itself. Speak with the director whose behaviour you named and with anyone who was on the receiving end of it before the next meeting rather than at it. A short private call repairs more than anything you can put in the minutes, and it keeps one bad meeting from becoming the way the board sees itself.

The Bottom Line: Productive Conflict Is Part of Good Governance

Your aim is not harmony at all costs. Harmony is not necessarily synonymous with good governance. What you want is robust, respectful deliberation that leads to clear decisions and a board where directors leave the meeting still willing to pick up each other’s calls. Structure, norms, and good chairing are how you get there. These turn conflict into value.

Managing Board Conflict: FAQ

If you’ve missed the beginning of the Chair Series, you can catch up on the earlier articles. The series covers the practical realities of serving as a board chair, from getting started in the role to navigating the challenges and opportunities that come with board leadership. Each article builds on the others, so the earlier posts provide useful context for this discussion of succession planning and preparing for a strong transition.

Chair Series 1: The Chair of the Board

Chair Series 2: Running Effective Meetings

Chair Series 3: Engagement at Meetings

Chair Series 4: Working with the ED as Chair

Chair Series 6: Preparing for a Board Chair Transition

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