At a recent board meeting my fellow directors voted unanimously to approve management's recommendation to make a major investment in a new market. During the presentation, the directors asked many probing questions, suggesting significant concerns. After a robust discussion, a motion was put forward and seconded, and the ayes appeared unanimous and no nays were noted. However, in the executive session that followed the formal board meeting, several directors voiced their objections, and one indicated her outright dissent. She "went along" with the majority's support of top management.
Voting against management can be uncomfortable, but this is not only an individual director's prerogative but also his duty. However, a "public" vote does not always encourage individual directors to express fully their true opinions. An open election process may underscore the collegial nature of board deliberation; however, it may also paper over board opposition and dissent.
Before the introduction of the secret ballot in the late 19th century, countries such as England had an open system whereby votes were publicly recorded in poll books that showed how a person voted. In order to lessen the possibility for coercion and intimidation, England, along with most other countries, instituted a secret system of voting. In the U.S. the secret ballot has become a pillar of our democracy.
Could secret balloting, which helps to ensure the integrity of democratic elections, be valuable in the boardroom? In my experience, directors are not hesitant to voice their concerns; yet, when it comes to the formal board vote, they sometimes are reticent to register their dissent. After discussion and debate that can vary from superficial to intense, the chair calls for a...