The Savvy Director Blog

“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...

Within the global discussion about the need for more diversity in the boardroom, the higher-level goal of maximizing diversity of perspective seems to get lost in the mix of what’s truly important when key decisions are being made.

On their own, completing a compliance checklist or creating a complicated matrix of gender, race, age, orientation, faith, and social status won’t result in better decisions. Creating the conditions for all directors, of all backgrounds, to feel comfortable expres...

Recently, our local newspaper ran a column about the importance of character in our political leaders. It got me thinking about how important it is for board directors to “be of good character.”

Character is a foundation for effective decision-making. That makes it vital for board directors. Sure, directors’ competencies determine what they can do, and their commitment affects how hard they work, but it’s their character that drives how they make important decisions, not just in the boardroom...

Your success as a board director isn’t about how smart you are, it’s about your willingness to do the work. I’m calling it ‘Boardroom Grit’. Is there such a thing?

Think about the wealthy dude who gets a seat at the high profile charity board table because of the size of his family’s foundation and the potential for a sizeable gift someday … how gritty is that when he never opens the meeting materials and confirms that reality with his off-topic comments and rabbit-hole questions?

Today’s S...

In board governance, the issue of conflict of interest never goes away. The thing is, for some reason it’s way easier to spot someone else’s conflict of interest than it is to spot your own.

As a director faced with a board decision, the need to be free of conflict of interest arises from your fiduciary duty – your duty to govern in the long-term best interests of the organization. A conflict of interest occurs when you have interests that could influence the way you act or how you vote on th...

Every board of directors depends on a stream of reliable information to fulfill their oversight role. A whistleblower program is a tool for directors to access information that would otherwise not reach the boardroom.

Whistleblowers give the board a window into what is happening inside the organization. But for whistleblowing to work properly - so that both the whistleblower and the accused person are protected – the program must be handled with care. The board plays an important role in esta...

Do you ever feel the calls from the boardroom to modernize, evolve its mandate, redefine its purpose, refresh its composition, motivate the management team - but nothing ever actually changes?

When it comes to making progress in boardrooms globally, there can be an insidious complacency that often prevents us from achieving real transformation.

Maybe your boardroom is the exception.

The truth is that true change demands courage – both on the level of the individual director and as a unifi...

Relax!  Having a conflict of interest with respect to something on the board’s agenda need not interfere with your ability to function as a high quality board director.  It’s okay to have them.  It doesn’t make you a bad person or ineffective board member.  The real issue is whether your board has a good process/policy/practice to manage and mitigate any actual or potential conflicts.

What is a Conflict of Interest? 

Let’s get the definition out of the way.

A conflict of interest is a situ...

A board of directors is often faced with making a decision that has ethical dimensions. This is not a new phenomenon – it’s always been this way.

But in our current environment – one that features intense stakeholder scrutiny of governance practices, heightened expectations around organizational activities, and seemingly limitless opportunities to make a ‘wrong’ decision instead of a ‘right’ one – it’s more important than ever that boards have access to skills and tools that enable them to ma...

Lately there has been a bit of a furor in our local press about a government-appointed board chair who travelled out-of-country, contrary to public health guidelines. There have been dozens of letters to the editor, editorials and opinion columns on the topic, as well as the usual social media storm. All of this ended up with the government changing its position, stating that all appointees must refrain from travelling for leisure purposes or risk losing their positions.

Don’t worry. I don’t ...