Corporate governance and productive conflict
When an online newspaper article declared that “Sereno violated SC collegiality,” I took some time to view the YouTube videos of the House Justice Committee hearings on the impeachment complaint against Chief Justice Maria Lourdes Sereno. During the hearings, her fellow justices testified on her alleged questionable practices. I found myself cringing many times through the videos. It’s not every day that the dirty laundry of a hallowed institution is washed so publicly.
It will be a while before the impeachment issue is settled by the Senate, if it ever gets there. But hearing about infighting from the associate justices has diminished whatever notions of professionalism and collegiality I may have had about the Court. It seems that the justices concerned ( the CJ included) are not able to resolve their differences in a constructive manner.
I shouldn’t be surprised. Groups of highly qualified and intelligent people tasked with complex decision making usually face all sorts of conflicts. Occasionally, these groups fail to resolve such conflicts in positive ways. Researchers and corporate insiders have reported the same problem for corporate boards.
The SEC’s Code of Corporate Governance states its first principle: “The company should be headed by a competent, working board to foster the long-term success of the corporation….” Most people would think that this principle refers mainly, if not only, to the technical competence of board members. Unfortunately, having the most technically competent members do not guarantee effective board decisions.
When highly successful and technically competent people are assembled in a board, some of them will strongly believe in their ideas and push for these quite forcefully. Ideally, others with different views will push back. The important debate that follows ( what governance researchers call “substantive conflict”) should result in the best decision for the good of the company.
In practice, however, individual members may push their ideas too hard and, in the process, fail to show adequate collegial respect for or even listen to and consider the views of others. This lack of interpersonal (not technical) competence turns useful, substantive conflict into harmful interpersonal conflict. Before long, emotional infighting begins to sap the board of its energy and its effectiveness.
Beverly Behan, in Building Better Boards, refers to these problematic members as “pit bull” directors — overly aggressive and combative directors whose “questions of management and fellow directors always sound accusatory rather than inquisitive.” She elaborates, “Pit bulls can have enormously corrosive impact on a board’s culture. They inhibit open discussion and put nearly everyone around them on the defensive.”
Similarly, Katha Kissman, in Taming the Troublesome Board Member, refers to “controlling personalities” who have “an obsessive and inappropriate need or desire to control other people or situations and acts in a domineer-