DISSENT AMONG DIRECTORS CAN BE HEALTHY.

• Position: THE AGE OF RISK: Political Risk - Excerpt

Executive editor-at-large Charles Elson participated in a study group that resulted in the paper "Bridging Board Gaps." Though Elson doesn't find discussing politics in the boardroom to be appropriate, he doesn't believe directors need to agree on everything--dissent and debate can get a board to the best answer possible. Though the paper was written in 2010, the observations and advice still apply. The following is an excerpt from that paper.

Boards of directors, like other groups of individuals, are subject to the interpersonal dynamics of the individuals who form the group. In a board setting, however, the person chairing the meeting needs to be mindful of the primary purpose of the board--to enhance shareholder value--and must be cognizant of using the board's time and resources in furtherance of this goal.

The effective board meeting chair would make sure that every viewpoint gets a full and fair hearing consistent with orderly decorum, within the constraints that are imposed by time or other considerations. This may mean tabling discussions, ending filibusters or drawing out more reticent members. Whatever actions are needed, the chair must perform them, or the board can designate another individual to assume the role of chair.

The burden of ensuring effective meetings does not fall on the chair alone but extends to every director. The study group believes that a good board will be constructive, respectful and professional, with directors making a proactive effort to understand one another. But this does not mean "going along to get along." Achieving consensus is important, but many boards put forth too great an effort to achieve it. While strict parliamentary procedure is usually not necessary in small groups, boards should still respect due process in the airing and discussion of ideas.

Every director must be capable of exercising healthy skepticism and constructive challenge to avoid the syndrome of groupthink. Each individual director who realizes something is wrong has an obligation to say so, and boards as a group need to encourage debate, not only in executive sessions, but also at board meetings. On a board that fosters debate, CEOs and directors will not feel pressured to...