13 Warning Signs Your Board of Directors Is Dysfunctional

If your board meetings feel like a formality, you are not alone. But you should be concerned.

Board dysfunction is one of the most common and least confronted problems in organisations today. Whether it is a corporate board, a nonprofit governing body, or a school council, the patterns are remarkably consistent. Meetings that add little value. Decisions that happen before the meeting starts. Directors who show up but do not engage. A chair who dominates. A CEO who manages the board rather than being governed by it. And underneath it all, a growing gap between what the board is supposed to do and what it actually does.

The numbers tell a troubling story. PwC and The Conference Board's 2024 survey of more than 500 C-suite executives found that only 35 percent rated their board's effectiveness as excellent or good. That means nearly two thirds of executives believe their own board is underperforming. Alex Counts, who has served on several nonprofit boards and written extensively on governance, has estimated that roughly 80 percent of nonprofit boards are dysfunctional in one way or another. When he shared that figure at speaking events, the pushback he received was not that the number was too high, but that it was too low.

And yet, boards rarely talk about their own dysfunction. The silence makes sense. Board members are typically accomplished people who volunteered their time, expertise, and often their money. Telling them they are part of a dysfunctional system feels ungrateful at best and politically dangerous at worst. So the dysfunction persists, and organisations pay the price in missed strategy, poor oversight, CEO misalignment, and governance that exists on paper but not in practice.

I work with boards, executive teams, and school leadership groups around the world as a Certified Working Genius Facilitator and the author of Step Up or Step Out (10,000+ copies sold globally). I have seen firsthand how board dysfunction ripples through every level of an organisation, and I have also seen how a single well-facilitated session can begin to turn things around. Here are 13 warning signs that your board is dysfunctional, what is really happening underneath each one, and what to do about it. If any of these hit close to home, email me at jonno@consultclarity.org and let us talk about what your board actually needs.

1. Board Meetings Are Just Presentations and Rubber Stamps

This is the most widespread form of board dysfunction and it is hiding in plain sight. The meeting agenda is packed with presentations from management. Board members listen, nod, and approve. Questions are polite and procedural. Votes are unanimous. Everyone leaves on time. And nothing of substance was actually governed.

The Center for Effective Philanthropy calls these "the deadliest meetings," where presentations are essentially read-alouds of board materials while members steal glances at their devices. When every vote is unanimous and every proposal passes without genuine debate, the board is not governing. It is performing governance.

What to do about it: Restructure the agenda. Board materials should be distributed well in advance and board members should be expected to have read them before the meeting. Meeting time should be spent on discussion and decision-making, not information delivery. If your board consistently runs through a pre-set agenda without deviation, ask the chair to designate at least 30 percent of each meeting to strategic discussion with no predetermined outcome. Email me at jonno@consultclarity.org if you want to discuss how to facilitate more productive board conversations.

2. The Chair Dominates Every Discussion

A strong chair is essential. A dominating chair is destructive. When one person controls the agenda, directs the conversation, determines which questions are welcome, and signals which direction decisions should go, the collective intelligence of the board is wasted.

This is particularly common in founder-led organisations where the founder also chairs the board, and in nonprofit boards where a major donor carries implicit veto power. The Stanford Social Innovation Review notes that this pattern leads to enforced consensus, where minority views are buried, half-baked strategies are approved, and the board loses its capacity for genuine oversight.

What to do about it: Separate the roles of chair and CEO if they are currently combined. Introduce a governance practice where the chair explicitly invites dissenting views before any vote. Consider rotating the facilitation of strategic discussions to different board members. And if the chair is resistant to these changes, that resistance is itself a data point about the board's health. For the broader framework on healthy team dynamics, read 29 Simple Strategies on How to Improve Team Dynamics.

3. Nobody Challenges the CEO's Recommendations

The relationship between a board and its CEO should be one of constructive tension. The board provides oversight, asks hard questions, and ensures the CEO is held accountable. When board members consistently accept the CEO's recommendations without pushback, the oversight function has collapsed.

This can happen because board members feel they do not have enough information to challenge management, because the social dynamics make disagreement uncomfortable, or because the CEO has effectively managed the board into compliance. PwC's 2024 research found that up to nearly one third of executives said directors were overstepping into management's role, while simultaneously, boards were failing to push back on the things that matter most. The tension between micromanaging operations and under-governing strategy is a hallmark of board dysfunction.

What to do about it: Establish a norm that every significant recommendation from the CEO is stress-tested by the board. Assign a rotating "devil's advocate" role to ensure at least one director articulates the counterargument. Create executive sessions where the board meets without the CEO present to discuss performance and strategy candidly. These practices are uncomfortable to introduce, but they are the foundation of genuine governance. Email me at jonno@consultclarity.org if you want help facilitating this kind of board conversation.

4. Board Members Do Not Read the Materials Before Meetings

If directors are flipping through board packs for the first time as the meeting begins, the board cannot function at a governance level. Yet this is shockingly common. The NACD's 2024 Board Practices Survey found that only 13 percent of directors rated their board packs as "extremely effective," which partly reflects the materials themselves and partly reflects a culture where preparation is not expected.

When board members do not prepare, meetings default to presentations because there is no other option. Discussion stays shallow. Questions reveal that the asker has not done the reading. And the few directors who did prepare grow frustrated and eventually stop investing the effort.

What to do about it: Set explicit expectations for preparation. The chair should open each meeting by assuming the materials have been read and jumping straight into discussion questions. If board members consistently come unprepared, the governance committee needs to address this as a performance issue. Board service is a commitment, and preparation is non-negotiable. Read 183 Tips to Build Your Team: The Five Dysfunctions of a Team Summary for the full framework on accountability in teams.

5. There Is No Strategic Discussion, Only Operational Reporting

Boards are supposed to govern. That means setting direction, ensuring alignment with mission, overseeing the CEO, managing risk, and planning for the future. When board meetings are consumed by operational updates, financial reports, and committee read-outs, the strategic function is squeezed out entirely.

PwC's 2024 research revealed a significant misalignment between what boards and executives think they should focus on. Directors wanted to dedicate more time to strategy, while executives were prioritising other areas. When boards do not carve out dedicated time for strategic conversation, they become reactive rather than proactive, and the organisation loses the benefit of their collective experience and perspective.

What to do about it: Dedicate at least one full board meeting per year exclusively to strategy, with no operational reporting on the agenda. For regular meetings, restructure the agenda so that operational items are handled by exception (flagging only items that need board attention) rather than as standard reporting. This frees time for the conversations that actually require board-level thinking.

6. The Same People Speak at Every Meeting

If you can predict who will talk and who will stay silent at your next board meeting, you have a participation problem. When a small subset of directors dominates discussion while the rest observe, you are getting a fraction of the board's potential value.

This pattern is often driven by personality, seniority, or the implicit power dynamics of who donated the most, who has been on the board the longest, or who has the closest relationship with the CEO. Research on team dynamics consistently shows that the quality of group decisions correlates with the diversity of perspectives that are actually voiced, not just present in the room.

What to do about it: Use structured discussion formats that require input from every director. Round-robin check-ins, written pre-meeting reflections, or paired discussions before full-board debate all work. The chair plays a critical role here. Their job is not to contribute the most but to ensure that every director contributes. If you notice silent directors, speak with them individually to understand what would help them engage.

7. Conflicts of Interest Are Ignored or Minimised

The Stanford Social Innovation Review documented cases where board members ignored obvious conflicts of interest, including companies owned by directors doing business with the organisation they governed. When conflicts of interest are treated as awkward technicalities rather than genuine governance risks, the board has lost its moral authority.

This is not just a legal risk. It is a trust risk. Other board members notice when conflicts are waved through. Staff notice. Eventually, stakeholders notice. Once trust in the board's integrity erodes, it is extraordinarily difficult to rebuild.

What to do about it: Implement a formal conflicts of interest policy that requires annual disclosure and real-time declaration whenever a relevant matter arises. Conflicted directors should recuse themselves from both the discussion and the vote, not just the vote. The governance committee should review conflicts regularly and address patterns proactively. These are basic governance hygiene practices, but a surprising number of boards have not formalised them.

8. There Has Been No Board Evaluation in the Past Two Years

PwC's 2025 governance research found that boards using an external facilitator for evaluations were significantly more effective, with 81 percent agreeing their assessments drove improvement. Yet many boards have never conducted a formal evaluation of their own performance, let alone engaged an independent facilitator to do so.

A board that does not evaluate itself is a board that cannot improve. Without structured reflection on what is working and what is not, dysfunction becomes normalised. The absence of evaluation also means there is no mechanism for addressing underperforming directors, which leads to the next warning sign.

What to do about it: Conduct an annual board evaluation that includes full board, committee, and individual director assessments. Use an external facilitator for at least every other evaluation to bring objectivity and candour that internal processes cannot achieve. Then, critically, act on the findings. An evaluation that produces a report and no change is worse than no evaluation at all. Email me at jonno@consultclarity.org if you want to discuss how I facilitate board evaluation conversations.

9. Underperforming Directors Are Not Addressed

Every board has directors who have stopped contributing meaningfully. They attend meetings sporadically, do not prepare, add little to discussions, and have effectively retired in place. Yet they remain on the board, sometimes for years, because nobody has the courage or the mechanism to address it.

Alex Counts recommends forming a small group composed of the board chair, the CEO, the general counsel, and the governance committee chair to assess each director's performance every six to twelve months and provide direct feedback. When this practice is followed diligently, underperforming directors either raise their contribution level or step down voluntarily, regardless of term limits.

What to do about it: Establish clear expectations for board service including meeting attendance, preparation, committee participation, and contribution. Then create a process for honest feedback. This does not need to be adversarial. Most underperforming directors know they are not contributing and will appreciate a respectful conversation about whether continued service makes sense. The key is having someone willing to initiate that conversation.

10. The Board Has Not Discussed Its Own Composition Strategically

Many boards fill vacancies reactively, replacing a departing director with whoever is suggested by the most vocal remaining member. There is no skills matrix, no assessment of what the board needs, and no strategic approach to ensuring the board has the right mix of experience, expertise, and perspective.

Research from Russell Reynolds Associates found that boards globally are spending more time on composition, seeking subject-matter expertise, international perspectives, and generational diversity. Boards that approach composition strategically outperform those that rely on networks and convenience. In the S&P 500, the share of companies conducting comprehensive board evaluations increased from 43 percent to 55 percent between 2020 and 2024, reflecting a growing recognition that board quality requires deliberate attention.

What to do about it: Develop a board skills matrix that maps the competencies the board needs against the competencies it currently has. Use this to guide recruitment. When a vacancy arises, ask what skill gap it creates and recruit accordingly rather than defaulting to the usual channels. For the broader framework on building effective teams, read The Six Types of Working Genius Book Summary to understand how different types of contribution strengthen collective performance.

11. The CEO/Board Relationship Is Either Too Close or Too Distant

When the CEO and the board chair are best friends, accountability suffers. When they barely communicate between meetings, alignment suffers. The CEO/board relationship needs to sit in a productive middle ground: close enough for trust and open communication, distant enough for honest evaluation and genuine oversight.

PwC's research found that while executive confidence in boards is slowly improving, significant gaps remain in how boards and executives perceive each other's priorities and performance. CEO turnover remained elevated through 2025, with a notable number of departures prompted by activist investor campaigns, suggesting that boards are increasingly willing to act on CEO performance, but often too late and in response to external pressure rather than their own governance processes.

What to do about it: Establish a regular cadence of private meetings between the CEO and the board chair, separate from formal board meetings. Conduct an annual CEO performance review that is structured, documented, and tied to strategic objectives. Ensure the board has executive sessions without the CEO present at least quarterly. The goal is a relationship built on mutual respect, clear expectations, and honest dialogue. Email me at jonno@consultclarity.org if you want to discuss how to strengthen this relationship in your organisation.

12. Nobody Enjoys Board Service

This is a warning sign that rarely appears in governance literature, but it matters enormously. When board members dread meetings, procrastinate on preparation, and treat service as an obligation rather than a privilege, the board's energy and contribution drops dramatically.

The Center for Effective Philanthropy observed that some boards are "clearly just going through motions with few moments punctuated by laughter or enjoyment." When service becomes joyless, recruitment suffers, retention drops, and the board gradually fills with people who serve out of obligation rather than genuine investment in the organisation's mission.

What to do about it: Ask your board members directly: "What would make board service more rewarding for you?" Then listen. Often the answer involves more strategic engagement, less procedural tedium, clearer impact visibility, and a stronger sense of community among directors. Building these elements into the board experience is not a luxury. It is a retention and effectiveness strategy. I have facilitated board sessions where a half-day Working Genius workshop or team health conversation completely changed how directors experienced their service. Email me at jonno@consultclarity.org to discuss whether something similar could help your board.

13. You Are Reading This and Recognising Your Board

This is the pattern across all 13 warning signs in this series. If you have read through this list and kept seeing your own board, you already know there is a problem. The question is what happens next.

Most boards continue to function with dysfunction because the cost of addressing it feels higher than the cost of tolerating it. But the cost of tolerating a dysfunctional board is paid by the organisation, its people, and the communities it serves. Every half-baked strategy that was rubber-stamped, every CEO performance issue that was not addressed, every conflict of interest that was minimised, these all have consequences that compound over time.

What to do about it: Start with one honest conversation. Bring one or two of these warning signs to the next governance committee meeting and ask: "Does this describe us?" If the answer is yes, you have the beginning of a mandate for change. If the question itself is unwelcome, that tells you even more about the state of your board.

What to Do Next

If you recognised several of these warning signs in your board, here is where I would start.

Step one: Identify the two or three warning signs that are causing the most damage. Not all dysfunction is equal. Some signs are symptoms, others are root causes. Focus on the root causes first.

Step two: Raise the issue with the board chair or governance committee. Frame it as a development conversation, not a criticism. Use this article as a starting point if that helps.

Step three: Consider engaging an external facilitator for a board effectiveness session. PwC found that boards using external facilitators for evaluations are 81 percent more likely to report those evaluations as effective. An outside perspective changes the conversation in ways that internal processes cannot.

I work with boards, executive teams, and school leadership groups to facilitate exactly these conversations. Whether you need a governance health check, a strategic planning session, a Working Genius team workshop, or a facilitated offsite to address the real issues, I can help.

I am the author of Step Up or Step Out, which has sold over 10,000 copies globally, and I host The Leadership Conversations Podcast with more than 230 episodes and listeners in over 150 countries. My Working Genius masterclass at the ASBA 2025 National Conference achieved a 93.75 percent satisfaction rating.

If your board is going through the motions and you want to change that, email me at jonno@consultclarity.org. The organisations your board governs deserve better, and so do you.

FAQ

What are the most common types of board dysfunction?

The three most common types are rubber-stamping boards that approve everything without genuine scrutiny, micromanaging boards that overstep into operational decisions, and disengaged boards where directors attend but do not contribute meaningfully. Many boards exhibit elements of all three at different times. The root cause is almost always a lack of clear expectations, poor meeting structure, and an absence of honest feedback about board performance.

How do you fix a dysfunctional board?

Start with an honest assessment of where the dysfunction lies. Then address the structural issues: clarify roles and expectations, restructure meeting agendas to prioritise strategic discussion, implement regular board evaluations, and create mechanisms for addressing underperforming directors. An external facilitator can accelerate this process significantly because they are outside the power dynamics that typically prevent honest conversation. As a Certified Working Genius Facilitator, I work with boards to diagnose and address these dynamics. Email jonno@consultclarity.org to discuss your situation.

What is the difference between a board that governs and one that just meets?

A governing board actively shapes strategy, holds the CEO accountable, manages risk, and ensures the organisation fulfils its mission. A board that just meets goes through procedural motions, approves recommendations without genuine debate, and adds little value beyond the appearance of oversight. The difference is not in structure. It is in culture, expectations, and the willingness to engage in difficult conversations.

How often should a board evaluate its own performance?

Best practice is annually, with a comprehensive external evaluation every two to three years. PwC found that boards using an external facilitator reported 81 percent effectiveness in their assessments. The evaluation should cover full board performance, committee effectiveness, and individual director contribution. Most importantly, it should lead to a concrete action plan. An evaluation without follow-through is governance theatre.

Should the board chair and CEO be the same person?

Governance best practice strongly favours separating these roles. When one person is both the most senior executive and the leader of the body that oversees them, accountability becomes structurally compromised. If separation is not possible, at minimum designate a lead independent director who can convene executive sessions, manage the CEO evaluation process, and provide a check on the chair/CEO's authority. Email jonno@consultclarity.org if you want to discuss governance structures for your organisation.

What tools help boards improve their effectiveness?

The Five Dysfunctions of a Team assessment measures trust, conflict, commitment, accountability, and results, which apply directly to board dynamics. The Working Genius assessment reveals where each director contributes their best work and where the board may have collective gaps. DISC workshops help directors understand communication and decision-making styles. I facilitate all of these for boards and find that the combination of Working Genius plus Five Dysfunctions gives the clearest picture of what is working and what needs to change. Email me at jonno@consultclarity.org to discuss which approach fits your board.

NEXT READ: 10 Warning Signs Your Executive Team Is Dysfunctional (And What to Do About It)

About the Author

Jonno White is a Certified Working Genius Facilitator, bestselling author, and leadership consultant who works with schools, corporates, and nonprofits around the world. His book Step Up or Step Out has sold over 10,000 copies globally, and his podcast The Leadership Conversations has featured 230+ episodes reaching listeners in 150+ countries. Jonno founded The 7 Questions Movement with 6,000+ participating leaders and achieved a 93.75 percent satisfaction rating for his Working Genius masterclass at the ASBA 2025 National Conference. Based in Brisbane, Australia, Jonno works globally and regularly travels for speaking and facilitation engagements.

To book Jonno for your next board effectiveness session, leadership offsite, or keynote, email jonno@consultclarity.org.