After some thirty years serving on a multitude of boards across all sectors, my advice is – don’t obsess about always needing to reach a consensus, and never fudge decisions.
I have served, advised and answered to more boards than I can now recall for over thirty years – boards in the public, charity and business sectors; local boards; and international boards. And reflecting on this experience, I have come to the conclusion that the best boards I have served upon are those where there has been a shared etiquette, based on shared values and behaviours.
I believe that there are six key principles, which must be in place for boards to be effective.
One: all members of the board should subscribe to the mission, vision, values and aims of the organisation (with the notable exception of boards in political bodies such as government and local government, where political differences are important and should not be artificially stifled), and every proposed decision should be checked against the mission, vision, aims and values.
Two: effective boards require exemplar chairs, who are respected by fellow board members even when there may be fundamental differences of opinion on policy and strategy.
Three: boards require good, accessible and relevant information, data and analysis, usually accompanied by sound commentary and recommendations from the chief executive or equivalent; and they must hold the chief executive to account for both the latter and for operational performance.
Four: there should be regular reviews and at the very least, annual assessments of overall board performance – including: assessing how well it is holding the executives to account; how much value it is adding to the organisation; and individual assessments of the chair and each board member.
Five: where boards are appointed rather than elected by stakeholder constituencies, there should be robust and inclusive recruitment processes, along with sound succession planning for board membership and chair-ship.
Six: board members must be open, honest and direct. They must respect each other and behave accordingly, but it is vital to note that this does not mean that they should always feel obliged to seek to find consensus, or that they should avoid decisions which may divide opinion around the board table.
In my experience, most of these six principles are understood and practiced, to some degree or other, by most boards in all sectors – with the notable exception of the sixth one. This failing seems particularly prevalent in the charity / voluntary sector. In find far too many chairs, trustees and chief executives in this sector seem to think that unless everyone agrees, there should be no decision. Now, whilst I can appreciate that this may be the case for really fundamental issues, the reality is that this should be very rare, and the conditions/scenarios for requiring unanimity should be set out clearly in the terms of reference for such boards, and the limits to the requirement should be equally very clear.
The truth is that robust debate and challenge are important, and a natural part of a healthy debate. Of course, such debate and challenge needs to be undertaken in a reasonable manner, with every participant showing appropriate respect to her/his colleagues, in the course of which, board members may be swayed by the arguments from colleagues and/or they may sharpen and focus the clarity of their own views when challenged and questioned.
However, I am clear that a board that always seeks to avoid discussion of issues where there might be a major disagreement and dissent, just like those that too easily seek the comfort zone of consensus will, more often than not, end up adopting the lowest common denominator position – often a poorly thought through fudge, which will usually prove not to be in the organisation’s best interests. In my experience, this is particularly the case when a board is making a senior appointment, such as the chief executive. Appointment panels that seek consensus notoriously end up appointing to the lowest common denominator, which everyone can agree upon – which is, more often than not, the least inspiring candidate. Well, just the same kind of dynamics are prone to happen at board level.
A board and the chair should always seek to encourage a range of thoughts, comments, views and challenge before moving to decision-making, which may, if necessary, require a vote. And here is another issue – because never having votes around the board table should not ever be regarded as a key indicator of a good board, unless that board genuinely has unanimity on every issue. And quite frankly, it does always have unanimity, I suggest the chances are that in fact, we are most unlikely to be dealing with a good board.
Naturally there will be matters in which a board in any sector (including charities) will wish, externally, to convey a common view, especially when appointing a chief executive or adopting a major strategy. This is a form of what in government is known as ‘cabinet responsibility’. And indeed, it is sometimes beneficial to seek to reach formal acceptance of a majority view on a range of issues, but only once the decision has been taken. This may not always be possible on for example a local authority committee but it should usually prove to be beneficial.
A good chair of any board will know when to avoid too polarised a split – something that is often unavoidable in politically elected or appointed boards. This might even mean delaying a vote or decision for a short while, in the hope of avoiding such a split. However, any such delay should never be open ended, for if it is, then the risk is of no decision ever being made, which could well be very costly for the organisation concerned.
In order to ensure a culture of robust debate and challenge on any board, it is critical to appoint or elect directors or trustees with a mix of diverse views, relevant experience/expertise and/or stakeholder legitimacy, and the necessary skills, including interpersonal skills sufficient to articulate their views and persuade colleagues.
Boards play a vital role in the governance and leadership of organisations, and to ensure that they fulfil their remit, they have to be boards with the energy, courage, purpose and intellect to make a difference. Good argument fuels success. Pitiful avoidance of differences and fear of different views will sink even the strongest organisation.