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Democracy is two wolves and a lamb voting on what to have for lunch ‑ Benjamin Franklin (1706-1790) American Statesman.
Being a board chairperson is hard. One has to pay rapt attention throughout the meeting rather than zone in and out mentally as some directors are wont to do. One has to speak last so as not to influence the discussions.
One has to read the board pack thoroughly and discuss the agenda beforehand with the chief executive officer and the company secretary to ensure that there is an understanding of what the desired meeting outcomes are.
One has to have quiet but courageous conversations with errant directors or worse, an errant CEO. But what has to be one of the hardest roles of the chairperson is to facilitate board meetings adroitly, allowing everyone to be heard while keeping control of time and most importantly summarising views from around the table to arrive at a cogent and cohesive outcome where decisions have to be made following extensive debate.
Emotional intelligence is a critical if not imperative skill for any chairperson. The chairperson has to be fully aware of the dynamics in the board room, the various motives driving director views and navigate potential minefields skillfully so as not to appear partisan. Such non-partisanship is often demonstrated by allowing all sides of a debate to be heard and to steer the group towards consensus. That’s much easier said than done. In an article from the American facilitation firm, Leadership Strategies who have worked with hundreds of groups, group disagreements can be categorised into three.
The first type of disagreement is where the protagonists have not clearly heard and understood the other’s alternative and reasons for supporting the alternative. They call this Level 1: They are not hearing each other. The second type of disagreement is where they have heard and understood, but they have had different experiences or hold different values that result in preferring one alternative to the other. This is Level 2: They have different values or experiences. The last type is where the disagreement is based on personality, past history with one another or other factors that have nothing to do with the alternatives. This is Level 3: Outside factors.
While the other directors might bury their noses in their smartphones during a heated debate, or just look longingly outside the window praying that this meeting can come to a glorious end before the dastardly traffic starts to build up, the chairperson has to determine in an internal dialogue with themselves whether this debate is one that can be concluded during the meeting. Are the protagonists debating due to Level 1 or Level 2 differences or is there a deeper manifestation of an external and unrelated fight that is inadvertently playing out in this boardroom?
Is a consensus even possible on this side of the moving sun? Three options are available at this anxious point: Try and build consensus (highly unlikely if it’s a Level 3 disagreement), bring the matter to a vote (highly divisive) or postpone the matter to a yet to be determined point in the future.
If you have had the pleasure of watching seasoned chairpersons in action, option two which is to bring the matter to a vote is rarely, if ever, used. When a matter is brought to a vote, the issue essentially introduces winners and losers. While the minority opinion may have been aired, reducing the matter to a vote leaves that opinion nakedly hanging in the air, exposed and unrequited. It does not foster future unanimity of purpose which is critical for functional board effectiveness. It should therefore be used extremely cautiously, where the chairperson has exhausted all efforts to try and build consensus amongst the protagonists and the urgency of the matter at hand means that the decision cannot be postponed.
Option three, to postpone the decision, is used by sagacious chairpersons. They can detect that the hardness of position by the protagonists, despite the clear evidence of a potential consensus, is likely underpinned by external factors. They use the time to understand what the underlying issue driving those external factors is, and broker a handshake in private for purposes of the decision that needs to be made.
This is paramount for board effectiveness as it ensures that all parties concerned are now alive to the differences and the chairperson and CEO are aware of how future disputes should be addressed before they flare up in the board room. Voting, to paraphrase Benjamin Franklin, leaves the minority akin to being the majority’s lunch. In a board room, it should therefore rarely be used.