Boardroom discussions are designed to be dynamic, offering directors a platform to engage deeply with strategic issues, challenge each other, and contribute to sound decision-making. Healthy debate is to be encouraged and helps avoid groupthink. However, where there are passionate views and diverse perspectives, conflict can sometimes arise, even among the most well-intentioned board members. Left unchecked, tension that begins as constructive can escalate, leading to dysfunction, loss of morale, and even resignations.

The nature of conflict: tension vs disruption

At its core, boardroom tension is a natural by-product of effective discussions and often signals that directors are fully engaged, voicing their perspectives, and working through differing views to reach a consensus. A decision-making process that involves constructive challenge in this way is a critical aspect of effective governance.

However, tension becomes problematic when it crosses the line into disruptive conflict. This disruption can take the form of unproductive debates, personal attacks, or even withdrawal from discussions altogether. When conflict deteriorates into hostility, it can spill out beyond the boardroom, affecting the organisation’s overall performance.

Key types of conflict

Boardroom conflict typically manifests in three distinct forms:

1. Subtle conflict: This is the quiet kind of conflict that’s often hard to detect. It appears when people withdraw from discussions, remain silent during meetings, or exhibit passive-aggressive behaviour, such as avoiding certain topics by deferring discussions to a later time. This type of conflict often arises when a board is dominated by one person or group.

2. Direct conflict: This occurs when disagreements are brought into the open, often resulting in heated discussions. Here, directors may express anger or frustration, sometimes leading to personal attacks or defensive posturing. This form of conflict is more visible and can cause immediate disruption to the flow of the board meeting.

3. Violent conflict: While rare in the boardroom, both psychological and physical violence may occasionally surface. Psychological violence might take the form of verbal abuse or harassment. Physical threats or aggression, though uncommon, must be addressed immediately.

Why conflicts arise: root causes

Conflicts are often driven by more than clashing personalities. To manage conflict effectively, boards must first understand the underlying causes. Conflicts tend to arise from one or more of the following areas:

• Information gaps: Differing interpretations of data, misinformation, or lack of access to the same information can cause friction.
• Relationship issues: Poor communication between board members, especially when emotions or assumptions cloud judgement.
• Competing interests: Directors may feel that their priorities or concerns are being undermined by others.
• Value clashes: Different world views, particularly in high-stakes decisions, can cause irreconcilable differences.
• Structural issues: Power dynamics or unclear roles can lead to conflicts over authority and decision-making.

Strategies for managing boardroom conflict

Preventing and resolving conflict in the boardroom starts with building a strong foundation of clear communication, structured processes, and a supportive culture. Boards can take the following steps to manage conflict before it escalates:

1. Define roles and responsibilities: Provide clarity on the role and responsibilities of the board and management to prevent confusion and unnecessary power struggles. Usually, the board sets and oversees strategy, and management is responsible for executing that strategy and for the day-to-day running of the business.

2. Streamline board processes: Implement a well-structured agenda, along with efficient meeting procedures, to ensure that discussions remain focused and constructive.

3. Foster an open information flow: Ensure all directors have access to the same information to reduce the likelihood of misunderstandings or mistrust.

4. Encourage inquiry and dialogue: Promote a culture of inquiry, where directors feel comfortable asking questions and challenging assumptions.

5. Practise effective communication: Directors should balance active listening with advocacy, taking time to understand each other’s points of view before defending their own.

6. Align on common goals: Develop a shared vision or strategic plan to create unity and minimise conflicts over priorities.

7. Rely on a skilled chair: Ensure the board chair, whose role is crucial, is facilitating discussions, managing tension, and maintaining the directors’ focus on the board’s collective objectives.

8. Regular board evaluations: Carry out self-assessments, third-party evaluations, or even board retreats to provide opportunities to address any underlying issues in a structured way.

Practical tips for directors facing conflict

Individual directors caught in the midst of boardroom conflict can take several practical steps to help manage the situation:

• Stay objective: Don’t take disagreements personally—focus on the issue, not the individual.
• Avoid fixating on being ‘right’: The goal is consensus and forward movement, not winning an argument.
• Communicate clearly: Use concise, straightforward language to ensure clarity in discussions.
• Seek common ground: Start with areas of agreement to build momentum towards resolving differences.
• Prepare in advance: Anticipate potential points of conflict and think ahead about how to approach them constructively.
• Identify the core issue: Recognise whether the conflict stems from differences in information, relationships, values, or structure, and address it accordingly.
• Model good behaviour: Take the lead by initiating dialogue, actively listening, and encouraging collaboration.
• Ask for help: If the conflict feels too entrenched, seek mediation, guidance from a professional facilitator, or advice from the company secretary.

Creating a culture of conflict resolution

A board’s culture plays a vital role in shaping how conflict is handled. Boards that actively foster a culture of inquiry, clear communication, and shared purpose tend to handle tension better. The key elements to focus on are as follows:

• Encouraging healthy debate: A productive boardroom thrives on discussion and differing perspectives. The key is ensuring those debates remain respectful and goal-oriented. The chair should ensure the right balance is struck.
• Building relationships: Camaraderie among directors helps smooth over difficult conversations, fostering a spirit of collaboration rather than confrontation. Spending time together outside the boardroom can help to develop positive working relationships. For example, the board could meet for lunch or dinner before or after a meeting.
• Acknowledging emotions: Strong emotions are inevitable in important discussions. Rather than stifling them, boards should recognise their presence and channel them towards constructive outcomes.

By adopting these strategies, boards can navigate conflict effectively and maintain a balance between healthy tension and disruptive disagreement.

The role of the company secretary

The company secretary can act as a neutral go-between when directors disagree. As someone who attends board meetings but doesn’t sit on the board, the company secretary has a unique insight into the workings of the board and the relationships of the individual directors. The company secretary usually works closely with the chair and can make them aware of any conflict that arises, sometimes relaying concerns brought to them by individual board members. They can also help the chair to manage boardroom dynamics before, during and after board meetings.

Further resources

UK Corporate Governance Code Guidance: The Financial Reporting Council’s guidance to the UK Corporate Governance Code includes a section on the divisions of responsibilities of board members, which outlines the remit of the chair, the senior independent director, and the executive and non-executive directors. The guidance also covers the role of the board in setting the purpose and strategy of the business, as well as setting the tone from the top when it comes to company culture.

The Institute of Directors offers materials on board effectiveness for its members.

Many external board evaluation facilitators are experts in identifying, addressing and managing boardroom conflict.

This director reference guide on how to navigate boardroom conflict is part of a series of governance toolkits which include advice on key topics, such as data risk management, stakeholder engagement and climate governance; see Board Agenda’s Resource Centre for more.