I came across this interesting piece written by Jack Welch, author of the international best selling book Winning and former GE Chairman &CEO.

Boardroom behaviors that are perfectly legal but perfectly destructive as well.

THE DO-NOTHING. Some of these individuals are too busy with their own compa­nies, other directorships, or their personal lives to care about your board. Some don’t have enough skin in the game to work up a real interest. Others lie low for job secu­rity. At $25,000 to $100,000 a pop, corporate directors get paid good money. In the pri­vate sector, prestige is often the reward. So Do-Nothings rarely challenge or probe. Nor do they venture into the field to make sure what they hear in the boardroom about values and strategy matches what employees feel.

THE WHITE FLAG. Do-Nothings are awful but not nearly as dangerous as type two in our taxonomy. These individuals live in fear of being person­ally tainted by any kind of controversy, such as a class action or activist protest. They lack a key characteristic of any good board member— courage. With every public or private challenge, they pollute the boardroom by hyperventilating for a settle­ment, even if it means selling out on principle just to get out of the crosshairs. Sure, a board must settle on occa­sion, but never before seeing the organization through a discovery of the facts. Such a process creates a culture of trust between management and the board, and it is only in such an environment that risks can and will be taken.

THE CABALIST. The third type of bad board member is the director who sits quietly in meetings, often going along with the prevailing side, before taking up his cause behind the scenes and building constituencies to achieve another agenda, his own. In many cases, good board members shut down such practitioners of palace intrigue. But sometimes a board’s cabal is its own executive committee, and the result is a controlling, secre­tive board-within-a-board that turns other directors into second-class citizens. Such a dynamic decom­missions the majority of the board’s brains—and what a waste that is—but it also undermines the board’s rela­tionship with management. Executives can’t tell if a di­rector is speaking for himself, the board, or the cabal.

THE MEDDLER. Good directors focus on big-picture issues such as succession and strat­egy. By contrast, our fourth “offender” likes to butt into management. Instead of meeting with high-potential talent and discussing indus­try dynamics, meddlers get all mucked up in operational details. They seem oblivi­ous to the fact that board members are there for their wisdom, sound counsel, and judgment, not the day-to-­day running of the business.

THE PONTIFICATOR. And finally, there is the self-important bloviator who cannot get enough of his own voice, especially when it is opining on “matters of state,” such as world events, social trends, the company’s history, or his own area of expertise. Like Meddlers, Pontifica­tors distract boards from the business before them and enervate their colleagues in the process.

Imagine how much bet­ter it would be if nominating committees, usually just focused on vetting potential members, dealt with the hard cases right in front of them. After all, nothing can keep a board on its best behavior but itself.

http://www.welchway.com/Management/Governance/Getting-it-Right-and-Wrong/Director-s-Who-Don-t-Deliver.aspx