A Board is only as strong as the judgment it can hear

Consider an imagined village gathering. A drum calls everyone together and announces the decisions. Its sound commands attention, and people remember it long after the gathering ends.

But before the drum sounded, a spider had been weaving connections between people, carrying ideas and shaping opinions. The drum was audible; the spider’s influence was less visible. The loudest voice is not always the one that moves the community.

Boardrooms can work in much the same way. Airtime and influence are not the same thing. To understand the quality of a board’s judgment, we must examine both what happens during the discussion and what has already shaped it.

 A board can have the right skills around the table and still fail to use them. Its members may collectively understand finance, operations, people, technology, risk and the organisation’s wider environment, resulting in a board that looks well composed on paper. Yet, it may not see what is actually shaping its most material decisions.

When you are in the thick of things, it can become harder to see the power structures underneath that shape your own opinions. They can be invisible or be so in our face that we do not recognise them for what they are. A diminishing of collective voices and blind adoption of what belongs to one or a few.

Dominant voices do not always present themselves as the loudest drums

When integrated cross-discipline thinking is not properly applied, technical rabbit holes can easily shape the conversation in the boardroom. For example, the committee may be discussing a technical, industry-specific matter. The industry experts in the room naturally lead the conversation. The risk right in the centre is that the non-experts may pull back because they find themselves on uncertain ground, not being able to counter the experts – and power deference enters the room. The power dynamics shift, and the experts gain influence. The strong opinions of the experts silently become collective opinion, with the other minds in the room unexplored.

If this happens in one meeting, it may not necessarily be a big challenge, especially not when the matter at hand is not material. However, when it happens over multiple meetings, a culture of dominance congregating in a minority becomes the norm. This can create cultural dysfunction and, over time, a withdrawal of healthy counterarguments and dissent. Naturally, that would not be in the best interest of the organisation.

When a board examines a matter through only one discipline’s lens, technical detail can dominate the discussion while wider consequences receive too little attention. Directors with relevant expertise should help colleagues understand the substance. Other directors must still test the assumptions and examine what the proposal means for the organisation as a whole.

Balance is possible when others view the same matter through their discipline’s lens and ask questions from that perspective. That often enriches the conversation and can reveal gaps in the expert’s thinking. For example, a technical conversation can completely miss the human implications that the human capital expert should bring to the table.

Experts may not consciously intend to concentrate power in their corner, but mature leaders remain aware of how they affect the room and apply appropriate restraint when needed to prevent other views from being suppressed. Similarly, those who keep quiet may not intend to defer power, but mature leaders question their own silence and test whether it is appropriate and what its impact may be. Deference can also become so habitual that directors prepare less thoroughly, assuming the specialists will identify whatever matters.

It does not stop at industry technical matters. The same phenomenon can play out when governance experts are in the room, or those who have been on the board so long that their experience is seen as them being experts on the organisation and its particular practices. The authority with which they speak can make others go silent in fear of sounding incompetent.

The risk arises when influence becomes so concentrated that the board stops examining an issue once certain people have expressed a view. This can happen quietly. A respected director speaks early and with conviction. Other members frame their comments around that position. A tentative concern feels too small to raise against apparent agreement. The chair senses that the discussion has reached its conclusion and moves on.

Nothing improper may have happened. The board may even have made the right decision. But it has lost an opportunity to test whether the strongest-sounding view was also the strongest-supported one.

Dominance should not be measured only by minutes of airtime. A person can influence a decision with a short intervention, through the way a question is framed, or by determining which concerns receive follow-up. Nor is frequent participation inherently a problem. The issue is whether other perspectives can alter the direction of the conversation.

A healthy board makes room for expertise without allowing expertise to become immunity from challenge. Expertise should inform collective judgment; it should not replace it.

Who sets the agenda?

Meeting agendas are critical instruments that shape where directors’ attention is fixed. How they are crafted will significantly affect the quality of time spent on key matters. Many directors receive board packs, go through the motions of preparing for the meeting, engage in the meeting, and never really consider who shaped the agenda. The more packed the agenda is, the less attention is given to whether it is shaped around all the critical matters the board or committee should be dealing with.

Often directors are happy for management to set the agenda, or perhaps the company secretary with the Chair. The danger is that the board’s collective mind is not applied to whether it is focused on what it should be in all respects. This is often driven by inherited agendas, management priorities, overloaded packs, and assumptions about what deserves board attention. The agenda can also become a blunt instrument for management teams that deliberately keep matters out of the board’s line of sight.

A telltale sign of insufficient focus on shaping the agenda is matters being raised in the meeting that are not on the agenda. Repeatedly discovering foreseeable, material issues only during the meeting may indicate that the agenda-setting process needs attention.

The same can be said about who decides what gets included in a submission. This is often a point of contention, with some directors feeling that management provides too little information while others feel that management is burying them in paper to divert attention or conceal important information.

A good practice is to provide all members with the opportunity to give input into the agenda beyond what should be standard standing items. Boards also need to agree on what information management should provide, and when and how, to avoid constant mixed signals to management about the Board’s needs.

The Chair shapes what the board can hear

The chair cannot manufacture good judgment, but can create better conditions for it to emerge. One choice is when to state a personal view. A chair who signals a firm conclusion at the beginning of a contentious discussion may unintentionally make alternative positions harder to express. Inviting members’ views first can reveal uncertainties that would otherwise remain hidden.

The chair can also ask questions that make dissent useful: What are we assuming? What evidence would change our minds? What risk have we discussed least? If we make this decision, what might we later discover we had overlooked?

These questions are especially valuable when agreement arrives unusually quickly on a complex issue. Rapid consensus may reflect excellent preparation. It may also reflect a reluctance to disturb a settled position. The board needs to know which it is.

Meeting discipline matters as well. A chair who notices interruptions, returns to an unfinished contribution or asks whether a recommendation has been properly tested sends a signal about how the board works. That signal is stronger than a general statement that “all views are welcome.”

Directors share the responsibility. They can make space for a colleague to finish, challenge ideas without assigning motives, and express uncertainty when the evidence is incomplete. The chair sets conditions, but the whole board sustains them.

Dissent is part of the work

Some boards equate cohesion with agreement. They want to present a united position, particularly when the organisation is under pressure. Unity after a decision can be important. Unity achieved by avoiding disagreement during deliberation is much less useful.

A director who questions an assumption may be helping the board fulfil its duty, even if the question slows the meeting. Another may identify a risk that does not change the decision but does change the conditions attached to it. A minority view can sharpen a proposal that ultimately wins broad support.

Dissent is not automatically constructive. It can become repetitive, personal or disconnected from evidence. The answer, however, is to improve the quality of disagreement, not to treat disagreement itself as a problem.

Boards can ask members to state the concern, the evidence behind it and what would resolve it. They can distinguish between an objection to the proposal, a request for more information and a risk that should be monitored after approval. These distinctions help a board move toward a decision without pretending that every uncertainty has disappeared.

The aim is neither endless debate nor artificial unanimity. It is a decision that has survived appropriate challenge.

A practical test for boards

At the end of a consequential discussion, a chair might pause before calling for a decision and ask: Whose perspective have we not yet heard, and what might they know that could change our judgment?

That is not a ritual invitation for everyone to repeat their position. It is a check on whether the board has made use of the people, evidence and experience available to it.

Over time, a board can ask a larger set of questions:

  • Whose views can change the board’s direction?
  • Who shapes the agenda and the information presented?
  • Can expertise be challenged without disagreement becoming personal?
  • When a decision proves wrong, do we examine what we failed to hear?

A well-governed board does more than assemble capable people. It creates the conditions in which their capability can affect the decision.

The measure of that culture is not how often everyone speaks. It is whether the board can hear what it needs to hear, especially when the contribution is inconvenient, uncertain, or different from the prevailing view.

If you are considering how you could be assisted in your organisation’s culture journey, either as the Board or the Executive team, read more about my work here: Board Services and Executive Support

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