When Directors Won’t Say NO

I was horrified to read this morning that even a corporate director of the status of Warren Buffet is not willing to vote against Board motions he disagrees with. In 55 years of corporate board work, he has NEVER heard a NO vote on an executive compensation plan! I’m sure the shareholders of those companies are now wondering if there is any value whatever to having a board.

No wonder many of the people on our voluntary sector boards are unwilling to challenge their friends, neighbours and colleagues even when very poor motions come forward. They have been socialized that it is more important to be nice than to constructively seek the best possible outcomes and solutions for their cause if that means disagreeing with the person beside you.

I agree with Mr. Buffet when he says, “Generally, you don’t get invited on boards if you love a fight.” I don’t want to serve with people who are looking for a fight either. But there’s a big difference between loving to argue (as my father did, sigh) and a culture of inquiry. Directors have a responsibility to ask good questions, become well informed and make the best possible decisions for their organizations.

It’s really tough to change how people have learned to conduct themselves, and to give them the courage to make their first challenge in a group setting. So let’s change the system instead, and make the whole process more collegial and creative.

Adopt a board meeting policy that is based on “discussion before motion.” Yes, you can do this; you are not bound to any particular “rule” unless you’ve adopted it. Most organizations do not need a bylaw change to get rid of whatever formal set of rules they follow that requires a motion on the floor before discussion. And many have successfully made this switch.

Putting a motion forward first means someone gains or loses face by whether or not it is passed. The process of friendly amendments can be numbingly bureaucratic. More importantly, the motion-first approach almost guarantees poor decision making on any significant issue, because the group is being asked to focus on one possible conclusion before clarifying desired outcomes, decision criteria, fit with ethical values, alternatives, consequences or risks. How does that make any sense?

If you talk first, the chair can usually then frame the issue based on the discussion, and ask for a motion that reflects the new consensus in the room. A no vote is rarely necessary because the solution has been crafted to address the key issues. If someone still disagrees, the others understand why and are less likely to take it as a personally.

Some chairs will need coaching and the support of at least one champion in the room to make these discussion work the first few times and with each new director. People are only too used to jumping to solutions before thinking. The CEO or Executive Director may be nervous at first, but will likely soon see great value in the insights from the directors that help improve policies and strategies.

Overall, make it easier for the directors to say YES by not seeking a decision until a great one has been developed.

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