A role on the board for the 'loyal opposition' ...

• Author: Ayres, Ian
• Position: Romanian Catholic Church's management

Often innovation starts with a problem looking for a solution. We turn things around. We start with an intriguing solution and then look for other problems it might solve. This leads to a new proposal for corporate governance.

In the Roman Catholic Church, elevating someone to sainthood is a momentous decision. For more than 500 years, this canonization process has followed a formal procedure in which one person (a postulator) presents the case in favor and another (the promoter of the faith) -- an advocatus diaboli, or devil's advocate -- presents the case against. Prospero Lamertini (later Pope Benedict XIV, 1740-1758) described the promoter's charge:

"It is [the promoter of the faith's duty] to critically examine the life of, and the miracles attributed to, the individual up for sainthood or blessedness. Because his presentation of facts must include everything unfavorable to the candidate, the promoter of the faith is popularly known as the devil's advocate. His duty requires him to prepare in writing all possible arguments, even at times seemingly slight, against the raising of any one to the Ian honours of the altar."

A procedure was created to ensure that a debate occurs -- that both sides of the argument are made and that all the facts are on the table.

Where else might this approach apply? Does corporate governance come to mind?

In the boardroom, there is great pressure to go along and get along. If you challenge the CEO and lose, you might even feel compelled to resign.

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In the 2002 battle over the Hewlett-Packard/Compaq merger, we saw plenty of debate. But the opposition by dissident board member David Packard illustrates the problem of disloyal opposition. The goal is not to have disputes spill out into the press and the courtroom. Rather, the idea is to require someone on the board to present the counterarguments: why we shouldn't make this merger; why this compensation package is too high; why we shouldn't build...