Accountability Cannot Stop at the Boardroom Door

Why director performance remains one of corporate governance’s most difficult leadership challenges

Boards are entrusted with some of an organization’s most consequential responsibilities. They oversee strategy. They evaluate CEO performance. They monitor risk. They oversee succession. And when leadership is no longer working, they are ultimately responsible for making a change.

But what happens when the performance problem sits inside the boardroom itself? It is a question I first explored several years ago in a conversation with Beverly Behan, a board advisor who has spent decades working with boards around the world.

Beverly Behan, Board Advisor & Author

Her perspective was refreshingly different from much of what is written about corporate governance. Governance, she reminded me, may consist of processes and structures, but ultimately, “it’s really the people that make it work.”

She then identified what she considered one of governance’s significant shortcomings: the reluctance of board leadership to address problems with the performance of individual directors.

Five years later, the issue remains remarkably current.

The accountability paradox

PwC’s 2025 Annual Corporate Directors Survey found that 55% of directors believe at least one fellow director should be replaced, which is the highest percentage in the history of the survey. Yet nearly three-quarters reported that their boards do not conduct individual director assessments.

An accompanying survey of C-suite executives revealed an even greater disconnect: 93% believed at least one director on their board should be replaced. Those numbers raise an uncomfortable question:

If boards are responsible for holding CEOs accountable for performance, who holds individual directors accountable when they are no longer contributing effectively?

Part of the difficulty is structural. A CEO operates within an organizational hierarchy. Directors do not. A board is a group of peers, often composed of highly accomplished people accustomed to considerable authority themselves.

While most boards have either a Non-Executive Chair or Lead Director, this individual alone has no power to hire or fire board members, although they can influence renomination and recruitment decisions.

Accountability therefore depends upon board leadership, peer oversight and a willingness to have conversations that may be uncomfortable. And sometimes those conversations do not happen. Not every disagreement is dysfunction and that distinction matters.

A director who challenges a CEO is not necessarily a difficult director. In fact, thoughtful challenge is one of the reasons boards exist. Strong directors question assumptions. They introduce perspectives management may have missed. They ask uncomfortable questions. They occasionally disagree with the CEO and with one another.

A board that never challenges management may present a greater governance risk than one in which disagreement occurs regularly. The harder question is what happens when constructive challenge becomes persistent dysfunction.

• Perhaps one director dominates discussion.
• Perhaps another repeatedly enters management territory.
• Perhaps relationships between a director and members of the executive team deteriorate.
• Or perhaps a director’s experience, contribution or behavior is no longer what the organization requires, but collegiality makes confronting the problem difficult.

The question is rarely simply whether someone is a “good” or “bad” director. The more consequential question is whether the board has the leadership and processes necessary to recognize when director performance is affecting the effectiveness of the whole.

When the CEO experiences a problem they don’t have the authority to solve

This is where the issue becomes particularly interesting.

During my original conversation with Bev, I described something I had observed in my work with senior executives: CEOs and other C-suite leaders struggling with serious director conflict and, in some instances, ultimately deciding to leave their organizations. Bev’s response was telling. Too often, she said, people seek help after “the horse is really out of the barn.”

There had often been opportunities to address the problem much earlier. But there is an important governance distinction here. The CEO cannot manage director performance. The CEO works for the board, not the other way around. Director performance management belongs with board leadership, which is typically the Non-Executive Chair, Lead Director or Chair of the Nominating and Governance Committee.

The CEO may recognize the effects of a poorly performing or disruptive director, particularly through interactions with management. But the CEO cannot address a director’s performance in the way they would address a problem within the executive team. The CEO can, however, exercise influence through appropriate governance channels.

This creates an unusual asymmetry because the CEO may experience the consequences of a governance problem without having the authority to solve it. For the board, director underperformance is a governance responsibility. For the CEO, its consequences can become a leadership (and sometimes career) problem. By the time the issue begins to constrain the CEO’s ability to lead, the underlying governance problem may have existed for months or even years.

And the CEO faces a difficult judgment call. When should the issue be raised? With whom? How much influence should the CEO appropriately exert? And what happens if the relevant board leader does not recognize or act upon the problem?

These are very different questions from simply asking how a CEO should “deal with a difficult director.”

The answer may be process, not politics

One of the most memorable examples Bev shared involved a CEO who inherited a long-tenured director whose behaviour had become deeply problematic. Rather than making the director’s removal the CEO’s personal campaign, the CEO worked through board leadership to help establish a rigorous individual-director evaluation process.

The process and not the CEO surfaced the problem. Ultimately, feedback from fellow directors was sufficiently clear that the director was not renominated. Bev described the CEO’s approach as “leading from behind.”

It is an instructive governance principle. When a CEO attempts to personally engineer changes to the board, the issue can quickly become political. When credible governance processes allow directors themselves to assess performance, accountability can remain where it belongs: with the board. That requires something more meaningful than a compliance exercise.

Bev was particularly critical of board evaluations that amount to little more than scorecards or box-ticking. Her experience was that candid interviews and well-designed individual director evaluations could uncover issues that numerical ratings simply could not.

The purpose isn’t necessarily removal rather sometimes the issue is developmental. A chair may need to become a better facilitator. A director may need to change how they interact with management. The board may discover that its composition no longer matches the strategic direction of the enterprise.

Good evaluation should help a board distinguish between performance that can improve and performance that requires change. Has anything changed?

As I revisited our original conversation, I asked Bev what she is seeing now. One development is encouraging. In her experience, boards of U.S. companies have become less tolerant of director-performance issues over the past five years.

She also made a practical point that deserves attention: director performance management should be explicitly included in the job description of a Non-Executive Chair or Lead Director. It is a deceptively simple idea. If accountability for director performance matters, someone must clearly own it. Greater willingness to confront underperformance, however, does not change where the responsibility belongs. It remains a board leadership responsibility and certainly not a CEO responsibility.

Board composition is also a forward-looking question

There is another dimension to director performance that has become increasingly important. A director can be accomplished, engaged and highly respected and still no longer represent what the company needs around its board table. In our original conversation, Bev challenged the conventional reliance on age and term limits as blunt instruments for board refreshment. Instead, she advocated starting with a different question:

What should the optimal board look like three to five years from now? Then work backward.

• What expertise will the enterprise require?
• What strategic challenges will the board need to oversee?
• What perspectives are missing?
• What capabilities will become more important?

And inevitably:

• Does today’s board have the composition required to govern tomorrow’s company?

That question feels considerably more urgent today.

Boards are being asked to exercise judgment around AI, cybersecurity, geopolitical uncertainty, activist pressure, talent, succession, business-model disruption and increasingly complex questions of enterprise risk.

A board seat therefore carries an opportunity cost because the question is no longer merely whether a director is performing adequately. It is whether each seat is contributing what the organization will require next.

The CEO-board relationship begins earlier than many CEOs realize

There was another observation from my conversation with Bev that has stayed with me. When someone becomes CEO, it may be the first time in their career that they no longer report to a single person. They report to a group. Most successful executives have spent decades learning how to manage upward. Becoming CEO changes the nature of that relationship completely.

Bev argued that one of the most important things a new CEO can do is establish individual relationships with every director and not solely with the chair, remain curious, and understand how the board itself operates.

• What frustrates directors?
• What do they believe the board does particularly well?
• How did they work with the previous CEO?
• What do they expect from management?
• What does the CEO expect from them?

These conversations may appear relational, but they are also an early form of governance intelligence. They allow the CEO to understand the system they have inherited before a difficult situation tests it.

The question behind the question

At Westgate, we advise senior leaders navigating consequential career and leadership transitions.

Some of the most difficult of those transitions cannot be understood solely through the lens of the executive’s role. They must also be understood through the governance environment in which that executive is being asked to lead.

A difficult board relationship does not necessarily mean the board is dysfunctional. A disagreement does not necessarily mean the CEO is right. And a challenging director may, in fact, be doing precisely what good governance requires. The real work is distinguishing among them.

For a CEO experiencing a difficult board dynamic, two questions may therefore be worth considering:

• Does the appropriate board leader recognize the issue and have I exercised my influence through the right governance channel?

And:

• If the problem persists, is it beginning to interfere with my ability to lead effectively and fulfil the mandate I was hired to deliver?

Neither question has an easy answer. But waiting until the relationship becomes untenable rarely creates better options. Five years after my original conversation with Bev Behan, her central observation feels remarkably current. Boards cannot credibly demand accountability from management while treating accountability among directors as optional.

Accountability cannot stop at the boardroom door.

With thanks to Beverly Behan, whose insights inspired this article and who generously reviewed the piece prior to publication and shared her current perspective on director performance and board effectiveness.