SC: Oh, let's hope they don’t happen. But let's be realistic, they do. Broken relationships do happen. This could be a new board director that hasn't inducted and onboarded well. It could be somebody who is feeling vulnerable because of the change environment that they're having to deal with. It could be an external factor that is destabilising an individual and putting them into an awkward position. It could also be that they have a broken relationship with somebody else on the board and culturally and behaviour-wise, it's starting to impact the entire board's effectiveness. Or it could be they just don't like the company secretary, for example.
There are many things that could be broken. Obviously, you would address each one of those in a somewhat different manner. Just taking account of, there’s an individual that, from an overall behaviour point of view, is not in the best place possible within the organisation and is challenging the relationships with others. The most important thing from a company secretary’s point of view, whether that person's relationship is direct with them, or with somebody else that the problem exists; the company secretary has to be the first to move. Be proactive, be there first, as you start seeing it evolving, so it doesn't come to an eruption perspective. Recognise the change as it is evolving and start to work with it immediately so that it doesn't have to go to the end of the fuse and fire the grenade.
It is really important to talk to people whose behaviour is changing. There could be a reason personally, they could be unwell, they could be mentally unwell, they could have family hassles, they’re just not dealing with change. The important thing is to give them a safe place to talk. Asking the empowering questions [that make them feel] that it’s safe to give [you] the answers and asking personal questions so that you can genuinely get to the bottom of it. We all assume everyone's okay until you ask and you find out, oh, my goodness, they are dealing with a couple of fairly large personal issues, no wonder they are not at their best. It's [about being respectful] but don't expect somebody to come forward because [in] most cases they won't, because they see that as a personal sign of weakness.
It's really important for the company secretary to say, ‘I respect and understand you, I can see that your behaviour has changed little bit, can I help you, can we talk? Let's have a coffee, let’s have a Zoom call,’ whatever the arrangement is that's feasible to give that person the time to do it.
I had a case with somebody who, when I spoke to them, they said, ‘yes, I need to talk.’ This was pre-pandemic, we were able to meet, and this person literally cried. They cried from the beginning to the end of that hour. But the empowering outcome, because they suggested they're going to need to do this a few times; they never needed another time to talk. They just got on with it. They needed to be appreciated, they needed to be listened [to]. They needed to get it off their chest. In this particular person's case, [the issue] was self-worth. Quite often you'll find it will be about self-worth. This is where the company secretary has to be honest and work out a development programme if necessary. Or tell the person come on, you're being really silly. Of course, you have all the reason to have your self-worth.