The board of directors is an expert body that engages in highly professional, serious deliberation -- except when it doesn't. The next time a foul-up in your boardroom leaves you feeling that things couldn't get any worse, remember the following real-life boardroom headaches:

1. Board and audit committee pro Barbara Hackman Franklin recalls a board meeting "where we were discussing the status of the current CEO, and whether he should stay on the board after retiring. We thought the CEO had left the room, and discussion was getting a bit pointed, when we looked up? and realized the CEO was still sitting there! After that, I think he politely excused himself and left the room."

2. From a consultant and director who prefers to stay anonymous: "At a family company board meeting, a family director and the CEO had a disagreement -- that turned into a shouting match, that turned into throwing papers at each other, until finally the two attacked each other and we had to call in help to separate them. It was a shambles."

3. Roderick Hills is one of America's most experienced turnaround directors and CEOs, but at one of his companies, "our [ audit] committee and internal audit set a formula for distributing indirect costs between our distribution and manufacturing divisions. But then we had Arthur Andersen review it, and it turned out we had the ratio exactly backwards -- we managed to fool even ourselves!"

4. Christine Comaford, head honcho at hot California venture fund Artemis Ventures, recalls her entrepreneurial days when "a VC member of my board insisted that no one on staff be paid more than $75 thousand. Even then, it was impossible to get a good marketing person, in their 40s, with a house and kids, for that price out here, and I argued that we could never hire the talent we needed. Finally, I started to walk out of the board meeting, saying I was going to get my checkbook to give this investor his money back. He blinked first."

5. From a noted West Coast board and consulting pro: "I'd just joined a company's board, and no one told me they had a strict policy of leaving all board book materials behind in the boardroom after meetings. So after we adjourned I packed up the board book and happily took off -- only to have the company secretary, staff and some other directors come running after me down the hall."

Copyright © 2001 Ralph Ward's Boardroom INSIDER