The Comfortable Boardroom

Is Everyone Agreeing Really a Good Thing?

Why the most valuable board members are not necessarily those with the most experience, but those who know when to question it.

There is something reassuring about a board meeting in which everyone agrees. The papers have been carefully prepared, the executive team has presented its recommendations, directors have asked their questions and, after a measured discussion, a decision is reached. Relationships remain cordial, the meeting finishes on time and everyone leaves feeling that the board has functioned exactly as it should.

But has it?

Agreement is not necessarily evidence of good judgement, just as disagreement is not necessarily evidence of independence. Sometimes consensus reflects rigorous debate and a genuinely shared understanding. At other times, it simply means that nobody was sufficiently uncomfortable to challenge what everyone else appeared willing to accept.

And therein lies one of the more interesting problems of corporate governance: the very qualities that make a board pleasant to belong to can sometimes make it less effective.

The Problem with Being Impressive

Board appointments understandably favour people who have demonstrated considerable professional success. Former Chief Executives, Finance Directors, entrepreneurs and senior advisers bring experience, credibility and the confidence that comes from having navigated difficult decisions, but assembling a group of accomplished individuals does not automatically produce an accomplished board.

Successful people develop convictions through experience, established ways of interpreting information and, quite naturally, confidence in their own judgement. Put several such individuals around a boardroom table and their collective thinking may not be as independent as their individual credentials suggest.

An experienced director may defer to a colleague whose background appears more relevant.

A newer board member may hesitate to challenge an established Chair.

• Someone with reservations about a proposal may decide that the matter has already been sufficiently examined, particularly when everyone else seems comfortable proceeding.
• Nobody is necessarily behaving irresponsibly, yet the board may reach a decision without properly examining the assumptions on which it rests.

The problem is not a shortage of intelligence, it is the subtle influence of human behaviour on collective judgement.

The Value of Being Difficult, for the Right Reasons

In 2021, my colleague Andrew Guy wrote an article entitled The Contrarian Director, drawing on research by Siobhan Sweeney at Cambridge Judge Business School into the importance of independent challenge in the boardroom.

The proposition was intriguing: might boards benefit from someone whose explicit responsibility was to question prevailing assumptions and resist the natural tendency towards consensus?

It remains a compelling idea, although perhaps the more important question is whether every director should feel that responsibility. After all, appointing someone to challenge conventional thinking achieves relatively little if everyone else quietly delegates the uncomfortable questions to that individual.

Nor does disagreement automatically demonstrate independence. A director who challenges everything can become as predictable, and ultimately as unhelpful, as one who challenges nothing.

The most valuable director is not the person who challenges most frequently, but the person who recognises when a challenge is necessary and has the judgement to make it count.

A thoughtful question, asked at precisely the right moment, can expose an assumption that has gone unexamined for months. A different interpretation of the same information can change the direction of a discussion. Sometimes, asking what would have to be true for a proposed strategy to fail reveals more than another hour spent discussing why it should succeed.

Constructive challenge is not about winning an argument, it is about improving the decision.

Independence Is a Behaviour, Not a Job Title

We place considerable emphasis on independence when appointing Non-Executive Directors, examining professional relationships, potential conflicts of interest and circumstances that might compromise objectivity. These safeguards matter, but formal independence does not guarantee independent thinking.

A director can satisfy every governance requirement and still be reluctant to disagree with the Chair. Equally, someone with extensive experience of an organisation may demonstrate considerable independence when confronted with an uncomfortable decision.

This raises an important question for those of us involved in board appointments and leadership assessment: are we sufficiently interested in how candidates have behaved when their judgement has been tested?

It is relatively straightforward to establish whether someone has overseen a transformation, chaired an audit committee or managed a complex organisation. It is rather more revealing to discover whether they have challenged a popular decision, acknowledged that their initial assessment was wrong or persuaded colleagues to reconsider a course of action without damaging the relationships necessary to move forward.

Experience tells us what someone has encountered, but behaviour tells us how they responded.

When Did You Last Change Your Mind?

Perhaps one of the most revealing questions we could ask any board director is surprisingly simple:

When was the last time something you heard in a board meeting genuinely caused you to change your mind?

Not merely to accommodate someone else's concerns, but to reconsider a position you had previously believed to be correct.

We admire directors who have the courage to challenge a majority view, but perhaps we should place equal value on those who can recognise a better argument and change their position without feeling that their authority has been diminished.

The Chair has a particular responsibility here. There is a considerable difference between asking whether anyone has any objections and creating an environment in which people genuinely feel able to express them. The strongest Chairs understand that their role is not to demonstrate that they have the best judgement in the room, but to ensure the board makes the best possible use of the judgement available to it.

Without that environment, diversity of experience risks becoming little more than an impressive collection of biographies.

Are You Actually Adding Value?

Board members spend considerable time examining organisational performance, executive accountability and strategic risk, but may be less accustomed to scrutinising their own contribution with the same rigour.

A board appointment is not simply recognition of a successful career. It carries an ongoing responsibility to bring something valuable to the organisation, and that value cannot be measured by the number of questions asked or the length of someone's contribution.

A director who listens carefully and intervenes twice may contribute considerably more than someone who speaks throughout. Equally, there are occasions when silence represents a missed opportunity, particularly when an important concern remains unspoken.

Meaningful board effectiveness reviews should therefore look beyond governance processes and committee structures to examine how directors actually work together, whether assumptions are properly tested and whether individuals are making the contribution the organisation needs from them.

Andrew Guy's argument about the Contrarian Director remains relevant because it addresses a fundamental weakness in collective decision-making: our natural preference for agreement, particularly among people whose opinions we respect. But perhaps the greater ambition is to create boards in which constructive challenge is not the responsibility of one particularly courageous individual, but an expectation shared by everyone.

The most effective boards are not necessarily the most comfortable places to sit. They are places where mutual respect is strong enough to accommodate genuine disagreement, where experience informs rather than constrains thinking, and where nobody mistakes consensus for sound judgement.

So, at the end of your next board meeting, consider a question rather more demanding than whether you made a useful contribution:

Did anything you said, asked or challenged make the board think differently?

And if not, was that because nothing needed challenging, or because you chose not to?