"Why support a decision if I disagree?"

“It’s really hard to publicly support the board’s decision when I personally disagree with it.”

Yes, that’s a tough one for a well-intentioned board director who cannot support the will of the majority of board members. But is it necessarily a bad thing to vote against a motion?

I’d suggest it’s not. What’s important to the board is reaching consensus. When I refer to consensus, I’m thinking of a description from McKinsey that I read a few years ago. It went something like this:

Consensus does not necessarily mean a unanimous decision. It does mean that everyone feels they were heard and can live with the decision outside the boardroom.

On the positive side, a dissenting vote or two may reflect a robust discussion and an appropriate level of due diligence and independent thinking. In my view, those are good things.

Less positive would be the situation where the Chair is called upon to cast a deciding vote to break a tie. That would be an indication that the board’s decision may be rushed, and that more discussion is required. Voting prematurely can often result in the decision being revisited in the not-so-distant future. (Just another example of re-work ─ why do we always find time to do things a second time instead of doing it right in the first place?)

At the end of the day, a board director should vote to do the right thing for the right reasons – however they define it. To put it in the words of our Savvy Director™ framework, it’s about having governance courage fueled by independent thinking. Still, it’s tough to do at the best of times.

The board speaks with one voice

So, the board has made its decision, and you voted against. Just because you do not agree with the majority on the issue, you don’t have the right to publicly complain, divulge confidential information, or distance yourself from the board’s decision.

As board directors, each of us has the responsibility to accept that the board speaks with one voice. Most often, the voice of the board is articulated by the Chair or CEO. Referring all queries to the Chair or CEO for comment keeps external communication consistent and aligned.

Now, I empathize with the local association director who is sent to the national board to negotiate better terms for their affiliation. (Been there, done that.) On the one hand, they have a responsibility to ensure the local view gets on the table. On the other hand, the representative director has a fiduciary duty to vote in the best interest of the governing board and the national entity. So, if the decision is not to the liking of the local chapter, the representative director is under the gun.

What should the representative director do? Hopefully they feel comfortable defending their vote. On the other hand, while it may seem unrealistic to suggest they defer to board confidentiality to avoid a heated discussion ‘back home’, that may be the right thing to do. They could provide a copy of the meeting minutes and leave it at that. Depending on the nature of the organization, there’s a good chance that individual votes are not disclosed in the minutes.

Why does this matter to the Savvy Director?

For the savvy director, this issue is about leading by example. The requirement to support a board decision you do not personally agree with is part of the director’s leadership responsibility. The savvy director might also reach out to provide counsel to another director who voted against the motion, letting them know it’s okay and gently reminding them of the need for confidentiality.

What about you as an individual director?

We all want to get along. You don’t want to be perceived as a constant critic, however voting against a motion that you believe to be wrong is okay. For one thing, your vote creates an opportunity for the Chair to ask how your concerns could be alleviated. This could trigger additional discussion that either reconfirms your position or provides an alternative view that changes your vote.

No matter what, you must vote in the best interests of the organization as you see it, and then publicly support the board’s decision. If you just can’t, then the responsible action may be to resign from the board if you are truly unable to get past it and it affects your objectivity and ability to collaborate.

Your takeaways:

  • Board decision making is a collaborative effort and you may not always agree with everything. That’s okay.
  • Reaching a consensus decision in lieu of a unanimous decision is totally acceptable if all directors believe their view was heard, and they can live with the decision outside the boardroom.
  • A split board decision that would require a tie breaking vote should be revisited for further discussion before the vote is finalized.
  • If you are having difficulty getting your point across at board meetings, perhaps take some time to reflect on how you might enhance your persuasion and influence skills. Seek advice where appropriate – perhaps from another board member you feel comfortable talking with outside of the boardroom.

Thank you.
Scott

Scott Baldwin is a certified corporate director (ICD.D) and co-founder of DirectorPrep.com – an online hub with hundreds of guideline questions and resources to help prepare for your next board meeting.

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