The dissent that arrives in the car park

Boards rarely fail because directors disagree. They fail because the disagreement surfaces after the vote, in ones and twos, where it cannot change anything.

The meeting runs to time. The paper is taken as read. The chair asks whether there are any questions, there is a pause of about four seconds, and the resolution is carried. Forty minutes later, in the car park, a director tells you what they actually thought of it.

I have sat on boards and run board effectiveness reviews for long enough to know that this is not an occasional failure. It is the normal condition of a great many perfectly respectable boards, including some with immaculate governance frameworks, fully independent committees and an annual evaluation that comes back clean.

The problem is not that directors disagree. Disagreement is the entire reason a board exists — if the board always reached the same conclusion as management, you could save everyone a lot of money by abolishing it. The problem is where the disagreement surfaces. Inside the room it is governance. In the car park it is gossip, and it is worse than useless, because it gives the dissenter the comfort of having been right without the inconvenience of having said so.

Why it happens

Four causes, in my experience, and none of them is that the directors are weak.

1. The papers. Two hundred pages circulated on the Friday for a Tuesday meeting. Nobody reads to the end. A director who has not read page 140 will not risk a question that page 140 may already have answered, so they say nothing.
2. The order of speaking. The longest-tenured director speaks first, frames the issue, and everyone who follows is now agreeing or disagreeing with a colleague rather than assessing a proposal.
3. The presence of management. It is difficult to say “I am not convinced by this plan” to the face of the executive who wrote it, worked on it for a quarter, and will have to deliver it. Most people are polite before they are rigorous.
4. The cost of being the one. Objecting once is fine. Objecting twice makes you the difficult director. Objecting three times and you are not on the shortlist for the next board.

What it costs

The obvious cost is the bad decision that nobody stopped. That is the rare one. The ordinary costs are quieter and more corrosive.

Decisions get relitigated. A resolution passed without real assent comes back in three months wearing a different hat, and the executive team learns that board approval is provisional. Management stops being able to read the board, because the signal in the room and the signal in the corridor point in opposite directions. And the board’s collective judgement — the entire asset you have assembled and pay for — is never actually applied to the decision it was assembled for.

What a chair can actually do

This is a chair’s problem to solve. Not the company secretary’s, not the evaluation consultant’s. Six things, in the order I would do them.

1. Fix the papers. A ten-page limit, and a one-page decision sheet at the front of every item: what is being asked, what the alternatives were, what could go wrong, what the executive recommends. Everything else is an appendix. This single change does more for board debate than any amount of behavioural coaching.
2. Ask for the dissent explicitly. Not “any questions?”, which invites silence. Try “what would have to be true for this to be the wrong decision?” and then go round the table. Nobody gets to pass.
3. Reverse the order. Newest and least senior first, chair last. If you speak first you have not run a discussion, you have issued an instruction and collected agreement.
4. Hold an executive session every meeting. Twenty minutes, directors only, scheduled as a matter of course. A session held only when there is a problem announces that there is a problem; a session held every time is simply how the board works, and it is where the car park conversation goes when you give it somewhere legitimate to live.
5. Talk to each director between meetings. Fifteen minutes, one to one. You will hear the reservation three weeks before it would have reached the car park, and you can arrange for it to be aired by the person who holds it.
6. Minute the dissent. Not to apportion blame later, but because a board that records “two directors questioned the assumptions on X” is a board where questioning the assumptions is a normal and safe thing to do.

How to know whether you have this problem

You will not find it in the board evaluation, because the same politeness that suppresses the dissent will sand down the survey. Three better tests. Ask yourself when a board resolution was last carried other than unanimously. Ask whether any director has changed their stated position during a meeting in the past year. And notice who talks to whom on the way out — if the same two people always leave together, they are holding a meeting you are not invited to.

The measure of a board is not whether it agrees. It is where the disagreement happens.