A dynamic board seeks to stimulate theflow of ideas, identify key issues, consider alternatives,and make informed decisions. And for that you needdeliberation and debate. But these positive processes cansometimes turn into boardroom disagreements that must bedealt with properly and promptly; otherwise, they candevolve into acrimonious disputes that undermine the board’seffectiveness and the company’s performance. This paperdescribes key steps that boards can take to mitigate theimpact of disputes, and, even better, to minimize the riskof disputes arising in the first place. It is intended ascompanion and post-training material for a course called‘managing disputes and difficult conversations on theboard.’ This highly interactive course for board directorswas created by the IFC Corporate Governance Group inpartnership with the Center for Effective Dispute Resolution(CEDR). It is designed to help directors understand boardconflict and conflict styles, and it covers difficultscenarios that directors often encounter. The course offersguidance and practical tips for how to have a difficultconversation; for handling avoidance, high emotions, andstatus issues; and for breaking through deadlock, and how toapply these skills specifically in a board context. Thispublication also can be used as stand-alone guidance forboards. While the training itself focuses heavily onindividual development of interpersonal skills relevant inthe board context, this publication also deals with theboard as a collective body that needs to cultivate itsability to manage disputes effectively, starting byestablishing good corporate governance policies and practices.
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