In every group there is someone who is considered different by all others. That dumb one, strange one, silent one, boring one. Group behavior often leads to it that everyone in a group gives himself and the others a place compared to the other members of the group, consciously or unconsciously. The weakest is recognized by everyone as the weakest. However, this is seldom expressed explicitly. In a supervisory board this is not any different. Children bully each other. Adults thwart each other. Unfortunately, supervisory directors do so too, sometimes.

How do you get rid of this weakest? And is that helpful? Or will someone else be put in that role then? And what if the weakest behaves like the alpha male and thinks he is fantastic? Who will be the failure when the weakest one has been removed? And what happens when the alpha male has been expelled? I leave it to you to answer those questions. I am often asked how to remove a poorly performing supervisory director. That will be discussed hereinafter. Not what is poor, dumb, and strange, and whether poor is actually really poor. That is up to you to decide. And of course it is about forming a team and cooperation in a supervisory board and it should not be about childish fighting. Unfortunately, what is possible is not always the same as what is allowed.

Who appoints and dismisses?
Supervisory directors are generally appointed and dismissed by the general meeting of shareholders (GM) and not by the board itself. Therefore, the supervisory board cannot do that much when a supervisory director does not perform properly. Contrary to what people sometimes think, the chairman of the supervisory board does not have more powers than the other members of the board. Consequently, the chairman cannot do much more than attempt to get a poorly performing supervisory director in line again.

It is even more difficult if the chairman himself is the problem. You often see that a chairman has to make a real mess before the group shows serious opposition. A possible solution to the problem of an improperly performing supervisory director is clarity about the expectations and requirements from the very start. Just as important is regular review (assessment and self-evaluation) whether the person still performs according to expectations. You can kill two birds with one stone. Lapses will not occur as quickly because expectations are clear in advance. And if it still structurally threatens to go wrong, there is an interim assessment to turn the tide. If it really goes wrong, a file has been created. Everything has been recorded. The GM can then be requested to dismiss the supervisory director in question with the force of arguments.

Preliminary stage
It is better to avoid dismissal, by the way. If dismissal is really necessary, something has already gone very wrong at the preliminary stage. In that case, the other supervisory directors are also to blame. You can easily make forced dismissal superfluous by giving each supervisory director a term of office of only one year and to reappoint them each year in the GM, just as long until the maximum term of appointment has been reached. If someone’s performance is not satisfactory, you simply do not reappoint him in the next GM. The problem has then been solved without the fuss of forced dismissal. Even better, adopt excellent cooperation as a core value of the board in the interest of the business. That is not so dumb after all.

This column is also available in Papiamentu. Click here to download a pdf version.

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