When boards have a culture of consensus, the problem with consensus is that directors can use it as a weapon, to shut down things that they don’t like. In general, we like to have agreement and consensus, but too much of a good thing can go bad. Healthy boards know how to disagree and move on.
By Kevin Smith
Can consensus be a bad thing? That’s a loaded rhetorical question. Of course, it can. You read the title of the article. So, as I lead into my thoughts hear, take a moment to think about your board’s, your committee’s culture. Do you have consensus in general? Are your votes mostly unanimous? Always unanimous? The follow up then is – if there is disagreement, do you try to “work thought it” before you have a vote? Doing so is making efforts towards consensus. Mostly that’s a good thing. But let’s examine how that can go sideways.
The Problem with Consensus: Anecdote Time
Not long ago I was doing some governance work with a board. At a break, the chair pulled me aside to have a quiet conversation. He told me that he was struggling to communicate with an individual board member who was objecting to an issue. (I don’t want to color the discussion by identifying the topic, but it was a very significant issue.) As the chair told it, the rest of the board had agreed on the path forward but one director was a holdout. This director had flat out rejected the data to support the issue, but the rest of the board had accepted it. The first approach was to add additional research to convince the holdout of what the board (and management team) was promoting. This was unsuccessful. I asked the chair if he had called for a vote. He said, “no.” It was clear from the lead up discussions where the dissenting director stood. And his further response was, “we like to have everyone on the same page. We work on consensus.”
Unwarranted Veto Power
In effect, this one director had absolute veto power. The board was not going to move forward until they had consensus. And one director had dug in their heels and put a stop to something they didn’t like, despite the fact that the rest of the board wanted to move forward. One director was (is) holding the board hostage because of the “culture” of the board.
The Power of Culture
My suggestion to the chair was to hold a vote and move on. It sounded awfully easy to me as an outsider. “Sometimes you’re on the losing end of a vote,” I thought. Big whoop. But I forced myself to consider this more carefully and reflect on how powerful “culture” can be in all settings. To suggest simply upending what was probably decades of established culture in the board room, would not be as simple as the way I had tossed it out.
While acknowledging how powerful culture can be, I stand by the idea that the right answer is hold the vote and move on. It just may take a few more steps to get to that. But I hope you can see how big the problem with consensus can be. Now imagine a step further: if a board has trouble with a single holdout, how would they deal with a contentious 5-4 situation? Would they be traumatized?
What to Do About It?
If you’ve kept up with what I write about in this space, you’ll know that I’m a big fan of arguments in the boardroom. Easy for me to say, I know. But when directors are able to have disagreements about positions and talk it out, in general that means there is enough trust in the room to air these discussions. This is a good starting point. Many boards I know struggle with this basic level. There is no back and forth discussion, and it’s always total agreement. This is just as bad as extreme contention. So consider pushing back gently on ideas and issues (that you feel strongly about). The room can/will get used to debate.
But in the anecdote above, at least one director clearly didn’t have any problem with pushing back. In this case, I would suggest that the chair be willing to call attention to this and have a discussion about it. It may not be easy to say, “we’d like to have consensus on this, but it’s too important to be held back for long. We will vote if necessary. What are your thoughts on this?” But it’s necessary.
Now that you’ve thought about the culture of your board – consider what small steps you might take in each board meeting that will get everyone used to hearty discussion, that will increase trust in each other (so that you can argue and come away positive colleagues). You might even bring this up as a topic of conversation – Do we have too much consensus? Are we in danger of having one person highjack an issue? Are we willing to take a contentious vote? My first sentence would be, “I’m giving all of you permission and encouragement to push back on me.” If you never have this, you need time to get used to it. Start now.