Boards function well when Directors work as a team.
When they have com- mon objectives and a shared vision, are driven by a sense of commitment to attain- ing those objectives and actualizing the vision, Directors add immea- surable value to the Board and the Company.
An effective Board is one composed of individuals who can leverage their individual experience to contribute in meaningful ways, ask the right questions, demand for relevant information and take the best possible decisions.
Decisions are inevitably reached by consensus and effort is made to carry everybody along.
However, although it is desirable to allow all Directors to have a say on all matters and encourage consen- sus, the Board will sometimes have to take decisions even in the face of dissent. Insisting on unanimity will delay decision making and ultimately stifle dissent.
Directors should be free to vote against a motion if they have cogent reasons for not going along with the popular view without causing any discomfiture on the Board. Collegiality (cooperative interac- tion among colleagues) is NOT with congeniality (the quality of being pleasant, good-natured, hospitable and friendly).
Congeniality is a de- cent attribute – people are nice to each other and compliant.
However, good-naturedness and “compliant” behavior does not necessarily yield increased creativity or productivity. Collegiality on the other hand is more than being friendly as it connotes get- ting work done in an effective way as a team by identifying opportunities for improvement and solving prob- lems together.
Collegiality is often a catalyst for difficult conversations, contention and even conflict to take place.
Ultimately, collegiality is essential for impactful work to tran- spire (Congeniality vs. Collegiality: Cultivating Communal Culture in Education, Kathleen Jasper). As Sydney Finkelstein and Ann C. Mooney (2003) stated in an article published in Academy of Manage- ment, the number one goal for Di- rectors is to “engage in constructive conflict,”—meaning that Directors should express their diverse views.
When this happens the exchange of ideas “help the Board better under- stand issues surrounding the deci- sion context and synthesize multiple points of view into a decision that is often superior to any individual perspective.” Diversity isn’t just about skin color, gender, national- ity or ethnicity.
It is about selecting directors who will promote diverse ideas and have the courage to express those ideas to generate rich and con- structive dialogue.
When collegiality avoiding is confused with congeniality, the quality and effectiveness of the Board is compromised.
The Board of Directors is not a social club with the sole purpose of meeting interesting people and making business contacts – aka net- working.
The convivial atmosphere that pervades a “chummy” Board does not encourage conscientious Directors to raise tough questions or air dissenting views.
Discussions on such Boards tend to be shallow and superficial which inevitably lead to flawed decisions that are not in the best interest of the company.
The real work on an overly congenial Board is left to the CEO and Executive Man- agement with the potential for them to take excessive risks or abuse their power for personal gain.
The Board of Enron would cer- tainly have made a difference in the Enron story if it had questioned the several opaque transactions and off-the-book SPEs Management was creating as would have the Board of WorldCom if it had halted Manage- ment’s questionable accounting practices and personal loans.
However, whilst “constructive conflict” is encouraged, it should be noted that it has the potential to pitch one Director’s views against another’s, and may be taken person- ally.
When personal and emotional considerations gain prominence, constructive conflict spirals into destructive conflict, degrading group decision-making and interfering with the Board’s ability to perform its key roles.
Directors can have strong views, and when they are not balanced with a degree of tolerance and open-mindedness, they can dis- rupt how the Board works together.
Destructive conflict personalizes a dispute by making it less about solv- ing a common problem and more about the individuals involved.
Ensuring that conflicts remain constructive is the responsibility of individual Directors with the Chair- man playing a key role in this regard.
An effective Board should be comfortable with debate, honest in expressing individual views, pre- pared to give and receive construc- tive feedback and be able to take decisions.
All Directors are expected to participate equally to enable the Board derive the full benefit of the diversity of skills and experience and demonstrate mutual respect for one another.
ADEBISI ADEYEMI
