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Earlier this week, I had the privilege of framing a discussion on board decision-making with a group of board directors and Digoshen Impact Partners. (Digoshen is a global learning platform to empower experienced and aspiring directors.) The following comments summarise the key points mentioned during this week's session.
At the core, the board of director's main job is to ensure the performance of the enterprise it governs. For that, the board needs to consider information, ask questions and make decisions, strategic decisions. This sounds straightforward. But many boards struggle; and more so in a highly-dynamic environment. For example:
Given these research findings, it's little wonder effectiveness is low. The seemingly unending trail of missteps and company failures tells a sorry story. But boards have options; they hold the ultimate decision-making power and, therefore, are by no means powerless. Boards intent on achieving high levels of decision effectiveness may wish to embrace the following suggestions (discussed during the session):
  • Preparation and managing expectations: Directors need to prepare well, which includes reading papers carefully, and making other enquiries and asking questions in advance of the meeting. Also, the board chair should ensure adequate time is allocated during the meeting, for healthy debate.
  • Check alignment: Directors need to consider how the proposal to be decided upon fits with the company’s purpose and strategy, and what benefits will ensue. (This assumes the company has an agreed purpose and strategy, and that it is understood and resourced. Many don’t.)
  • Analyse consequences carefully: Directors need to think holistically. Check several perspectives (and the consequences), to ensure the effects and impact of the decision are known before the decision is taken. Also check the costs and impact of not making a decision, and the 'do nothing' option. Some options that look initially, may be detrimental over the longer term.
  • Committees: The assessment of a proposal by a committee of the board is useful to ensure a more robust analysis and recommendation, leaving the full board to concentrate on higher-level risk and alignment questions.
  • Appoint a devil's advocate: Allocating the advocatus dialobi role ahead of a debate can help ensure assumptions, biases and various points of view are challenged. The board chair needs to remain alert during such discussions however, to ensure vigorous debate does not descend into conflict between directors.
  • Be prepared to postpone: Sometimes, it's good (even necessary) to postpone a decision until better information is available or directors have had more time to ponder options and implications.
  • Trust is fundamental: An open, trusting culture amongst directors is crucial, to support the exploration of multiple perspectives and high quality debate in the boardroom. Tension between directors is OK, conflict is not.
  • Decisions are always collective: The board is a collective of directors, and decisions are taken by the board, not individuals. Therefore, all directors need to agree with the decision—or offer their consensus at least. If any lesser threshold is applied, cliques may form and the effectiveness of the board as a tight unit will be compromised. Directors who cannot agree to support a decision after it is made need to consider leaving the board.
  • Monitor and verify: Post-decision reporting requirements need to be clearly defined before the decision, so that the board and management clearly understand how progress will be monitored, and how if the expected benefits (from the decision) are being realised, or not.
One final point. Boards are social groups that operate within a stratified social setting, the company and more broadly the wider marketplace. Thus, the actions and outcomes that follow are contingent on many external factors. Things can (and do) change quickly. Therefore, boards need to keep their eyes open, to ensure they have contextually relevant information to hand to make an informed decision; and to remain diligent after the decision, to ensure the expected benefits of the decision are in fact realised.
This musing is based on a session summary I co-authored (original posted on the Digoshen website).