Board Consensus – Can The Board Agree?

Many have a picture of Boards sitting around a table, having discussions and voting on matters – “all those for the motion say yay, those against, that’s 5 for, 4 against, motion carried”. I believe this should be far from the reality for a well-run, strategically focused and purposeful Board. A 5/4 vote to pass a motion should be extremely rare, with consensus being the goal for most decisions.

The term “consensus” is defined by the Cambridge Dictionary as “a generally accepted opinion or decision among a group of people”. So, a Board reaching consensus is about a Board making a decision that ALL Directors can support, accept and actively promote among stakeholder.

In a future article I will be discussing the decision-making process and the terminology that is often misunderstood or misinterpreted by some Directors, particularly if they are new to serving as a Board Director. But for now, let’s tackle some of the challenges I’ve observed around Board tables that hinder Boards reaching consensus, and some simple ideas to overcome these challenges.

Challenges to Consensus

• Personality Types – Each Director brings their own personality type to the table. These personality types are not always compatible.

• No Agreed/Documented Strategic Plan – An agreed, and documented, strategic plan gives all Directors a common focus when making decisions – not having this important document in place WILL lead Directors to have their own personal understanding of long-term goals and outcomes, leading to conflict between Directors with differing views.

• Personal Agendas – Every Directors has the responsibility of keeping the organisations best interest at the forefront of their thinking and decisions. Unfortunately, this is not always the case, particularly where Boards do not have strong Board processes, policies and procedures, and Directors will push their own personal agenda.

• Individual Directors Backgrounds and Experience – Each Director comes to the table with their own background and experience and use this as their personal reference as to how things should be approached.

• Individual Directors Appetite for Risk – To a large extent this ties into the Directors personality types above. A “Melancholy” risk averse director may want a more conservative approach to an issue that would a gung-ho entrepreneurial “Choleric”.

• The Views of One – Some Boards, to avoid conflict around the table, will make decision based on the views of one Director. This can lead to decisions being made based on the views of the most dominant personality, or sometimes even the lowest common denominator. This can be extremely detrimental to an organisation.

Overcoming the Challenges

I’ve observed the most effective ways to overcome these barriers to consensus all require time and planning. There are many methods used by Boards, however these are my preferred approaches.

• Board Retreat – A live-in retreat every 12 months – usually a Friday night through Sunday lunch time. These retreats are facilitated by an external party, and include sessions for Strategic Planning, Directors Training, Group Cohesion Development, and also includes social time for Directors to get to know each other on a personal level.

• Strong Board Policies & Procedures – Strong policies and procedures can negate many conflicts between Directors thereby facilitating healthy, robust discussion and strong decisions. These same documents can also negate personal and misguided agendas. Documents including the role of a Board, the role of a Director, Directors legal obligations, Codes of Conduct, Board Meeting Protocol etc can be extremely helpful.

• Effective Board Meeting Documentation – A concise Agenda, along with “Board Packs” containing reports, briefing papers, background papers and other relevant information re decisions to be made, should ensure Directors 1) are aware of decisions to be made at a meeting, and 2) have adequate information to participate meaningfully in all discussions and decisions. Rarely should a motion be moved that is not already on the Agenda, and that other Directors are not already aware of.

• Stimulate Board Thinking – The aim here is to have Directors consider things from different perspectives and with fresh insight. Creativity is the key to achieving this, however some ideas could be to invite a guest speaker from another organisation to share their thoughts on a topic; hold Board meetings at different locations (sub-offices maybe); have a facilitated brain storming exercise; switch up the agenda – the skies the limit on what you can do.

The time and effort put into facilitating a Board reaching decisions that ALL Directors can support, accept and actively promote among stakeholder, is time and effort well spent and can lead to a Board increasing their effectively significantly.

At the end of the day the key to an effective Board decision is ensuring that, despite what may have occurred around the Board table, there is unity among ALL Directors once they have left the Board table.

Please share your thoughts in the comments section below, as I learn just as much from you as you do from me.

If this is an area in which TakeControl Solutions may be of assistance to your organisation please do not hesitate to contact me.

Dwayne Wescombe

Managing Director - TakeControl Solutions