Agree to Disagree – Handling a Board Decision You Don’t Agree With

It is not uncommon for people to disagree on vital issues. In actual fact, a perfect boardroom discussion needs discourse to be considered from different points of view and a willingness to tackle bias and assumptions. It is reasonable to expect challenges, open questioning and due diligence when a very important decision is about to be made.

When you sit on a board, you should do everything possible to make sure that any decision made by the board is thorough and that all the options are vividly presented on the table. It is vital that all the necessary information is available to board members and a wide range of options are considered so that an informed decision is made. Once an issue is brought to the board and properly outlined, a healthy debate has to take place. In order to improve your chances of influencing a board’s decision, you should try to respectfully present your opinion during the debate.

However, if the issue brought to the board requires scientific or technological expertise, it is imperative to seek the advice of personnel or executives that are well qualified to tackle such issue. All in all, if you don’t agree with a board decision, you can take the steps mentioned below.

Try to Support the Board Irrespective of your Personal Objections

The truth about working in a board is that it is sometimes better to agree with the decision of the majority provided you are sure that they are acting in good faith. If there is no evidence of wrongdoings during the course of decision-making, you shouldn’t be reluctant to concede defeat during the voting process. If you believe that the decision arrived at by the board was fair, thorough and carried out in good faith, you should support the Board’s decision and once made you should never:

·        Challenge the board’s decision by weakening implementation or acting rebelliously.

·        Distance yourself from other board members during private deliberations.

·        Get the community and staff to object to a collective decision

Argue Your Case Tactfully

According to Benjamin Franklin, tact is using the perfect words in the right location, while trying not to say the wrong words at a very tempting time. When it’s time to oppose a board’s decisions, your manner of expressing it is what matters. You shouldn’t be cocky or confrontational. Instead you should be confident, focused and composed when you argue.

Take a Firm Stand if you Think the Board is Going Astray

If there seems to be a problem with the board’s decision making and it conflicts with your ethical and legal rights as a board member, you have to take a firm stand. You shouldn’t hesitate to voice out until the problem has been rectified. This is referred to as the Theory of Escalation. You have to raise awareness of your concerns at the board level, auditor level, subcommittee level and even the Chair level if you are convinced that the board decision of not fulfilling its statutory and legal responsibilities is putting the firm at risk. In any case, try to ask the board for an expert and independent evaluation of the problem. Try to ask with the use of objective information that helps to improve clarity of the problem. Don’t forget that the use of logic and data would help avoid emotional bias.

If your suggestions are rejected, ensure that your ‘no’ vote is registered in the minutes of the meeting. If your organisation faces any lawsuit, your recorded “no vote” would form the basis of your defence.


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