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The real impact of corporate governance isn't about compliance or structure or policies, it's about the conditions that impact decision-making. Sound-Up Governance features fresh perspectives to help boards and executives to be a bit better tomorrow than they were yesterday.
Remember how boards only have authority as a group? To put it another way, no individual director has authority except for the fact that they get to influence and vote on decisions that the board makes together. Because of that, it’s super important to try to get to a point where every director can at least *live* with the board’s decision, even if they don’t entirely agree. Alisha may really have believed in the possibility that the apple might be a cake, to the point where she dissented on the record (“I mean we’re not even going to *smell* it??”). But, an interesting quirk about boards is that, if anyone outside the boardroom asks, Alisha needs to support the decision. No matter how tempting it might be for Alisha to let everyone know about her position (“couldn’t we at least give it a poke or SOMETHING?? It’s sitting *RIGHT THERE*!), when the meeting is over it’s important for her live with and back the decision…in public, if necessary.
The state of having reached a point where everyone in a group is willing to live with a decision, even if they don’t entirely agree with it, is called “consensus.” Sometimes people confuse consensus and agreement, but as you can see they are clearly different. Alisha may have disagreed with the rest of her board, but that doesn’t mean she won’t have their backs afterward.
Different boards choose to define consensus differently. If it wants to, a board can choose to define consensus as agreement, meaning every single director has to vote in favour of a decision or else it won’t move ahead. This might seem like a good idea, especially because it might help to keep the peace. Besides if an idea is really, really good everyone will *have* to agree, right?
The problem is that even super smart people have different opinions about the same things, so one director – even if they’re really smart – might not support a decision when everyone else thinks it’s brilliant. There’s a pretty high probability that Alisha is wrong about the apple, but having someone in the room with the guts to share a different perspective is *really* valuable…as long as they can stand behind a decision when it doesn’t go their way.
If Alisha ultimately can’t stand behind the board’s decision that the apple isn’t a cake, and the board isn’t convinced by her argument no matter how hard she tries, then it probably means that this isn’t the right board for her.