As someone who tends to avoid conflict, I’ll admit that I came slowly to the concept that debate and discussion should be considered a healthy part of board meetings. Having been both a chief executive and a board chair, I know that life is easier when a board marches in lockstep through meetings, happily nodding as proposals are brought forward, voting quickly and easily without debate, and generally rubber-stamping the work of the chief executive.
However, if you have served on a board like this, it can be a pretty empty experience. I once served a term on a municipal board where the chair actively discouraged any sort of debate or questions that might be perceived as challenging the authority of the leadership. The agenda was structured to discourage debate or public comment, and, as one of my colleagues described it, we were “nothing more than potted plants” decorating the front of the meeting room.
In their wonderful article, “Loyal Opposition,” Patricia Bradshaw and Peter Jackson say, “the true value of governance lies neither in leadership nor in followership, but in the unique role of ‘loyal opposition’.” The concept here, as I interpret it, is that boards should not take leadership or management away from the chief executive, nor blindly follow. Rather, they should be active in challenging assumptions, offering alternative scenarios, testing the chief executive’s vision, and asking the “what if?” questions. While some board chairs and chief executives may find this governance concept personally threatening, Bradshaw and Jackson make the point that: “Far greater than the risk of offended sensibilities is the risk to the organization when no governance function is being performed.”
As board chair it is your responsibility to find the appropriate balance and create an atmosphere in your board meetings where discussion, questioning, and healthy debate are not perceived as a threat to your chief executive’s leadership. In England the “loyal opposition” is the label given to the party not in the majority in Parliament. While their constitutional function is to scrutinize government legislation and actions—and they often oppose Her Majesty’s government at every turn—the opposition is not opposed to Her Majesty’s right to the throne. You need to make sure that your chief executive does not see occasional opposition to an idea or proposal as a threat to his or her “right to the throne.”
Here are some tips to consider as you set the stage for healthy discussion and debate:
• Select the right items for discussion – Much of what a board does in its meetings can be considered relatively “routine,” and is not worthy of debate or lengthy discussion. But do look for opportunities within your meeting agenda to foster discussion and encourage people to voice their opinions. Consider in advance with your chief executive which items might benefit from input from the board, and make sure to set aside an appropriate amount of time to allow for discussion.
• Bring the board into the discussion early on – From experience I can tell you that, like baking a cake, it is much better to bring the board into the process while you are still deciding on the flavor of frosting and the ingredients are on the counter than at the moment when you are about to put the cake in the oven. Discussions that start too late in the process are understandably threatening to those who have already done so much work, and they can cause the board to feel like it is too late to offer alternatives or that their opinions and expertise are not valued.
• Frame the discussion in a positive manner – You are not trying to provoke an argument. You want healthy discussion that will inform decision-making. Consider framing the discussion by starting with something like this: “I think we’ve got an interesting concept that is taking shape here, but before we get too far along with it I want to get input from each of you. We’ve set aside 30 minutes to have this discussion.” As discussion time comes to a close, check to see that everyone has had a chance to chime in, thank the board for participating, and let them know what will happen next: “Your input today will go back to the staff, and I anticipate we’ll have a proposal that reflects our discussion today before us at our next meeting.”
No one wants to participate in a board meeting that resembles the hooting and shouting debates that go on in England’s House of Commons, nor do they want to be reduced to being “potted plants.” Identify when and where healthy discussion and debate should happen, make sure your chief executive is ready for the feedback, and then help it happen within a constructive framework. The board will be fulfilling an essential governance role, and the result will be board decisions (not staff decisions) that will have been more fully tested and that will have meaningful support behind them.
For additional information about his topic or other board governance issues, please contact Jeff Wahlstrom at (207) 992-4400 or via e-mail at [email protected].