Consensus in the board room is the preferred outcome, but sometimes it is not possible!

It is generally accepted that board members should be able to discuss, analyse, review and then agree on any issue that they are debating in the board room. However, there may be circumstances where such an outcome cannot be achieved, so what are the options for dissenting members?

Given that board members are required, at all times, to act in the best interests of the organisation they govern, it is not unrealistic to expect that consensus should be achieved on each matter put forward to the board to resolve.

Diversity of opinion is encouraged, for through such diversity more perspectives should be identified and then each alternative viewpoint can be assessed and judged on its individual merits. However, situations may arise whereby an individual board member feels so strongly about a particular issue and the proposed decision that he / she is not able to support the direction the board wishes to take on the matter. What can the board member do in this case?

• Firstly, the board member should examine his /her conscience and be comfortable that the dissension is based on a genuine belief that the proposed direction the board is about to take is not appropriate , rather than one that is motived by other factors that are not really applicable to the organisation (for example, political, social or cultural);
• The board member may request that his/her vote against the motion be recorded as such, so that future records may be referred to if necessary;
• If the matter is of such consequence and the board member is not able to reconcile the decision against his/her own perspective on the matter, then the option is to resign from the board as the ultimate demonstration of his/her thoughts on the question at hand; and
• It should be noted however, it is not appropriate for the board member to go public on the process. Public “airing of board room debate” is not conducive for good governance or stakeholder management.

It would be unfortunate if a situation arose that required an individual board member to take such action. Conflict at board level creates an unhealthy environment for both board members and senior management. Effective boards encourage robust discussion, detailed analysis and clear thinking, all of which should enable a group of individuals focused on the same outcome to arrive at a decision that is best for the organisation – this is a key component of good governance.

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