A Harvard Law School study reveals that only 35% of top executives rate their board of directors’ effectiveness as good or excellent, highlighting a disconnect that can hinder corporate governance. One critical area where CEOs can make a significant impact is by stepping in as mediators during contentious board disputes. These high-stakes disagreements require a delicate balance, as CEOs must maintain board support for their strategies while also guiding fractious debates toward resolution. This article explores how CEOs can effectively mediate board disputes, foster cohesion, and manage post-decision fallout.
The CEO’s Role in Board Dynamics
CEOs are uniquely positioned to bridge the gap between operational realities and boardroom governance. “Officially, the CEO reports to the board, providing updates on performance and strategy execution,” says Guy Gresham, a board advisor for Yale’s Initiative for Sustainable Finance and Sedex. “But they also act as interpreters, translating market conditions, investor sentiment, and operational challenges into governance discussions.”
Gresham emphasizes that CEOs should not shy away from engaging in board disputes. Instead, they should act as facilitators, ensuring all perspectives are heard and aligning discussions with the company’s priorities. “CEOs are not arbiters but guides, separating personalities from principles to maintain focus on enterprise goals,” he explains. This role is critical, as how disputes are handled can significantly impact shareholder confidence.
Strategies for Mediating Board Disputes
The CEO’s approach to mediation depends on the board’s dynamics—whether it’s an active board requiring data-driven input or a passive one with minimal conflict. Jo-Ellen Pozner, associate professor at Santa Clara University’s Leavey School of Business, notes that most CEOs play an active role in influencing board decisions, either formally or informally. However, they must avoid overly political tactics and foster “task conflict,” where robust debate leads to consensus. Here are key strategies CEOs can employ:
1. Use Shadow Negotiation
CEOs can facilitate offline discussions, or “shadow negotiations,” where board members address issues privately before formal meetings. “These discussions, combined with clear, concrete goals, ensure productive decision-making, even if it’s not always harmonious,” Pozner says. This approach helps clarify positions and build alignment early.
2. Frame the Issue Clearly
To prevent miscommunication, CEOs should clearly define the dispute and articulate all perspectives. “This reduces the risk of weak formulations and frames the problem, which is already part of the solution,” says Valeria Rozova-Rosenblatt, CEO of Emex Group. Providing reliable, fact-based context ensures debates move beyond opinions to focus on the company’s needs. Narrowing meeting scopes to key stakeholders can also help reach initial agreements.
3. Leverage the Lead Independent Director (LID)
A strong relationship with the board chair or LID can be invaluable. “The CEO and LID may agree to bring in a C-suite expert to provide technical insights or review charters to clarify responsibilities,” says Peter Gleason, CEO of the National Association of Corporate Directors. This collaboration ensures disputes are addressed constructively and aligns roles between the CEO and board.
4. Adopt Structured Conflict Resolution
Maria Doughty, CEO of The Chicago Network, recommends five key tactics for mediating disputes:
- Focus on Shared Goals: Align discussions with the company’s mission, vision, and values to unify board members.
- Encourage Open Communication: Engage board members proactively to surface concerns before meetings, fostering transparency and psychological safety.
- Establish Decision Protocols: Use clear processes for debating and resolving issues to ensure fairness and clarity.
- Promote Respectful Dialogue: Model professional communication, acknowledging diverse perspectives to maintain a respectful environment.
- Consider a Neutral Mediator: For escalating disputes, a governance consultant can facilitate resolution and uphold integrity.
Managing Post-Dispute Fallout
Even after a decision is made, lingering grudges can undermine board cohesion. Gresham advises CEOs to address these promptly through one-on-one follow-ups. “Validating perspectives and offering directors roles in oversight or committees turns frustration into engagement,” he says. Acting within days of a contentious vote can channel energy constructively and present a united front to investors.
Pozner adds that emotionally intelligent CEOs are well-equipped to navigate post-decision tensions. “By appealing to shared cultural norms and focusing on the organization’s long-term success, CEOs can mitigate hard feelings and keep the board aligned,” she says.
CEOs play a pivotal role in mediating board disputes, balancing their need for board support with the responsibility to guide contentious discussions. By employing strategies like shadow negotiation, clear issue framing, collaboration with the LID, and structured conflict resolution, CEOs can foster productive outcomes. Addressing post-decision fallout with empathy and proactive engagement further strengthens board unity and investor confidence. In an era where effective governance is critical, CEOs who master these mediation skills can transform disputes into opportunities for growth and alignment.