What to do when everyone in the room has reached the same private conclusion — and no one will say it out loud.
Every board has a process for managing underperformance. There are KPIs for executives, appraisals for the CEO, compensation committees with performance conditions, and — in listed companies — shareholders who will vote against a remuneration report they find unconvincing.
Now look at the director who has been sitting at your board table for eleven years. The one whose questions haven't changed in three years. The one who stopped preparing properly somewhere around the middle of their third term. The one whose contribution — if you were being honest in a private moment — would not be missed.
Ask yourself: what is the process for addressing that?
In most organisations, the honest answer is: there isn't one. The evaluation exists on paper. The conversation has not happened. The seat is occupied by someone who has stopped earning it, and the rest of the board has made a silent collective decision to tolerate the gap rather than close it.
This is one of corporate governance's most reliable blind spots. The board that rigorously holds management to account has quietly, systematically exempted one of its most important questions from the same discipline: is every director in this room still the right person for this seat?
What the Community Said
Recent LinkedIn posts on what individual directors actually do when the board fails to address its own governance gaps generated responses that map precisely to this question. Four in particular stayed with me.
Heidi Douglas distilled the choice facing every director who can see a problem the board is not addressing:
"Raise it again… and risk becoming the problem. Stay silent… and become part of what follows."
Twelve words. No governance textbook captures the dilemma as precisely. The director who raises the concern about a colleague's contribution risks the relationship, the room, and — depending on the culture — their continued tenure. The director who says nothing becomes complicit in the outcome their silence enables. There is no neutral position. Staying silent is a governance decision as much as speaking is.
Siobhan Weightman named what keeps directors in situations they know are not working:
"The sad reality is that many choose the mortgage over the mission."
She was writing about a different governance failure, but the observation applies here with the same precision. A director who stays in a seat they know they should vacate — because the fee matters, because the chair asked them to, because they have nowhere else to go — is making a private calculation that most governance writing doesn't acknowledge. The mortgage over the mission is not a failure of character. It is a structural consequence of a system that creates no honest off-ramp and no dignified alternative.
Jonathan Bennett offered the most practical framework in the entire discussion:
"Canvas fellow directors first. Re-raise the issue and expect not to be alone. If I'm still alone on a material matter being ignored, I'm on the wrong board."
This sequential logic is exactly what the individual director needs. Not a principle — a sequence. Check your isolation before you formalise your concern. Build your position before you expose it. And if you are genuinely alone with a material governance concern that the board will not address, accept the conclusion that the situation makes inevitable: this is not the right environment for you.
Chandra Sekar Iyer Parameswaran identified the force underneath all of this:
"People fall into a conformist mindset because the chair is seen as the authority. Many prefer to maintain the status quo, which ultimately undermines the very purpose of the discussion."
The problem of the director who won't leave is often, at root, the problem of the chair who won't act — and a board culture that has learned not to challenge either.
The Psychology of Staying
Understanding why a long-tenured director doesn't leave — and why no one asks them to — requires looking beyond governance structures into the forces that operate underneath them. There are three on each side of the equation.
Why the director stays.
The first is comfort. This is the most common and the most underestimated. The meetings are manageable. The fee is not insignificant. The prestige of the association still means something. There is no external pressure to move, and the internal experience — surrounded by peers who are too professional to show impatience — creates no particular discomfort. The comfortable director doesn't stay because they're obstructive. They stay because nothing in their environment creates a reason to leave.
The second is capture. Some directors owe their position, explicitly or implicitly, to someone else in or around the board — the chair who recommended them, the founder who invited them, the significant shareholder whose confidence they represent. Leaving feels like betrayal. Their tenure is tied to a relationship, and they know, on some level, that their independence is structural fiction. Staying has become an obligation that has nothing to do with governance.
The third is the absence of feedback. The entrenched director genuinely does not believe they have stopped contributing, because nothing in their environment has told them they have. The evaluation process doesn't produce individual-level data. The chair is too conflict-averse to say it plainly. Their peers are too professional to show what they see. In the absence of honest feedback, a director's self-assessment defaults to the last version of it that was tested — which, for a long-serving director, may have been years ago.
Why the director can't leave, even when they want to.
This is the situation that governance writing almost never addresses. It is not rare.
The director who is financially dependent on the fee faces a calculation that is not always comfortable to acknowledge. Non-executive fees are rarely life-changing, but for directors earlier in their board careers, or in markets where NED compensation is modest, a regular fee is meaningful income. Leaving without a replacement role in place is not straightforward, and the pressure to stay is real.
The director under relational pressure has been explicitly asked to stay — by the chair, the founder, or a significant shareholder — sometimes with a specific rationale, sometimes simply as an expression of trust. Refusing is a betrayal of a relationship that has real professional value. The ask carries the weight of that history, and honouring the governance logic over the personal loyalty is not as simple as it looks from the outside.
The director who is holding a seat that they know was at least partly shaped by diversity considerations carries a different weight. If they leave, will the board replace them with someone like them? In markets where board diversity is fragile and often performative, this concern is not abstract. The sense of responsibility — to not vacate a space that was hard to create — can override a director's honest assessment of whether they are still the right person to hold it.
What the Overtenured Director Costs
The costs of the director who stays too long are typically invisible until they aren't.
To governance quality. A board's effectiveness depends on the quality of the challenge it brings to management's assumptions. The long-tenured director who has stopped preparing has become, in the board meeting, a net drain on the quality of discussion — not because they are disruptive, but because the time the board allocates to their contributions yields less than it would if those contributions were more substantive, or absent. In aggregate, across a year of board meetings, the cost is significant.
To the board's culture. The director who raises issues infrequently but substantively becomes slightly less likely to speak in a board that has established what is and isn't said aloud. The director who is new, and who can see the composition problem clearly precisely because they haven't yet been socialised into the board's tolerances, learns that certain observations are not welcome. A board that cannot hold itself accountable for its own composition cannot hold anyone else accountable at the quality it should. That is not an exaggeration — it is a structural consequence.
To shareholders and management. Board composition is increasingly a factor that institutional investors and proxy advisors assess explicitly. Director tenure, independence, and skills disclosure have all moved sharply up the investor agenda. A board that carries directors significantly beyond what its own policies suggest is appropriate sends a signal about its willingness to hold itself to the standards it sets for others. That signal is read, and it affects confidence. And through management, it travels further: when staff see that accountability does not apply at the top, they take note.
To the director themselves. This is the cost that governance writing routinely ignores. The overtenured director who has stopped contributing is not, by any measure, in a better position by staying. They are accumulating diminishing influence, growing irrelevance, and — if the situation ever reaches a formal or public resolution — the reputational damage that comes from a departure that has the shape of one that was too long delayed.
Ten Questions That Go Beyond Process
These are not designed for a questionnaire. They are designed for a closed session — a conversation led by the chair, the Senior Independent Director, or an external facilitator — where honest answers matter more than comfortable scores.
1. Can you say, specifically, what each director on your board brings that no other director brings? And when did you last test that answer? 2. If you were building this board from scratch today — to govern this specific organisation through its next strategic phase — who would you include without question? 3. When did the last director leave your board, and how did it happen? What does that tell you about how the board manages its own renewal? 4. Does your board conduct individual director assessments? If not, why not — and who benefits from their absence? 5. Is every director on your board genuinely independent, in a way that would survive scrutiny — from the chair, from the dominant shareholder, from the CEO? 6. For your own seat: in your last six meetings, what did you contribute that changed the direction of a discussion in a way that would not have happened without you? 7. Are you on this board because it is the right board to serve at this point in your career, or because it is comfortable and familiar? 8. If a trusted peer reviewed your last six meetings honestly, what would you hope they said? What would you fear they said? 9. Has the board evaluated its own composition against the organisation's strategic needs in the past two years? 10. Is there a director in the room whose departure would make no material difference to the quality of board deliberation? If so, what is the board's plan?
If the last question is too uncomfortable to ask in a room that includes all the directors, that discomfort is itself a governance signal. Note it.
What This Means for the Chair
If you chair a board, this edition carries a specific message for you.
The director who overstays their contribution almost always does so because the chair has not acted. Not necessarily because the chair cannot see the problem — in most cases they can — but because the relational and positional cost of acting feels greater than the governance cost of not acting.
This calculation is almost always wrong, and it tends to compound over time.
The chair who appointed the long-tenured director, or who has a friendship that predates the board, faces a genuine conflict when assessing that director's continued contribution. The most functional resolution to that conflict is a structured process — an individual assessment, a composition review against the strategic plan, a properly chaired Nominations Committee conversation — that gives the chair something other than their own judgment to act on. Without that structure, the chair is relying on their personal authority to deliver a message they have a personal reason to soften. Structure removes the ambiguity.
Where the Nominations Committee exists, it should be independently chaired by the Senior Independent Director — not by the board chair. This is precisely why the SID role exists. Where the NomCo is chaired by the board chair, it cannot perform the function it exists to serve, because the person with the most authority over board composition is also the person least able to assess it without bias.
And there is a version of this problem that most governance writing does not name plainly: the chair who is the problem. The longest-tenured member of many boards is the chair themselves. The chair who has become too embedded in the CEO relationship, too comfortable with current composition, too resistant to the refreshment that the board needs — that is a situation in which the Nominations Committee and the Senior Independent Director are not a nice-to-have. They are the only mechanism available.
Context Spotlight: Owner-Led and Emerging Market Boards
The director who won't leave takes a distinctive form in owner-led and founder-led businesses, and in many emerging markets, including much of Africa. Two factors amplify the problem and shape the toolkit required to address it.
The first is structural. In a company where the founder is also the CEO and the majority shareholder, directors are frequently appointed through personal relationship rather than formal process. The boundary between loyalty to the founder and independence from the founder was blurred at the moment of appointment, and it does not clarify over time. A director who has become operationally or relationally captured may have no realistic mechanism through which peer concern can be raised without the founder's involvement — which immediately makes a governance question into a personal one. And in that situation, most directors choose the relationship.
The second is the size of the talent pool. In many African and emerging market governance environments, the available pool of experienced independent directors is smaller than in more developed markets. This makes every departure feel riskier — because the question of who replaces the departing director does not have an obvious answer. The difficulty of the succession problem becomes a reason not to address the underperformance problem, and the board that should be renewing itself defers because the alternative looks too hard.
Neither factor changes the governance imperative. Both change the toolkit. In these contexts, the framing that works is not "this director should leave" but "what does this board need to be fit for the next phase of this organisation's strategy?" — and a structured composition review, led by whoever can lead it with the most credibility, that produces a skills gap analysis that makes the answer visible without it needing to be personal.
Your Boardroom Takeaway
This edition exists so that you can walk into your next board meeting or governance conversation with the language, the clarity, and the confidence to raise this question — even if no one else has.
The language. The framing that works is not "I think one of our directors should consider leaving." That is a confrontation. The framing that works is: "I'd like to propose that we include a board composition review as part of this year's governance agenda — specifically, a review of whether our current composition maps to what the organisation needs for the next strategic phase." That question is entirely legitimate, entirely forward-looking, and entirely un-ignorable. It does not name a director. It does not require a confrontation. It creates the structure through which the honest answer can eventually emerge.
The clarity. There are two distinct problems in this territory, and conflating them produces the wrong response. The director who won't leave is a governance problem with a governance solution: individual assessments, a properly structured Nominations Committee, a chair willing to have a direct conversation. The director who wants to leave but can't is a human problem — relational pressure, financial dependency, a sense of obligation — and the response to it is different: a private, honest conversation that makes the off-ramp visible and removes the pressure that is keeping the director in a seat that no longer fits either party. Know which situation you are in before you choose your approach.
The confidence. Heidi Douglas named the binary choice with precision: raise it and risk becoming the problem, or stay silent and become part of what follows. There is a third option that her framing implies but doesn't name: raise it through the right process, with the right framing, to the right person, before it becomes a crisis. That is the option that most governance writing doesn't give you a script for, because it requires both the honesty to name the problem and the discipline to name it in a way that the board can act on. Your first move is the private one: a direct, professional conversation with the chair framed around composition and strategy, not around the individual. If that produces nothing, use Jonathan Bennett's sequence — canvas fellow directors, build your position, and then decide whether this is the right board for you to continue serving. You are not obliged to stay silent in a governance environment that will not hold itself accountable. And you are not obliged to stay on a board that won't.
A number of you have asked what I've been building alongside this newsletter. It's a paid companion service for directors and governance professionals who want the implementation side of governance: frameworks, evaluation toolkits, and board-ready tools. It's coming soon, and I'll have more to say in the next edition.
Until next time,
Paul