Secret ballot.

• Author: Rock, Robert H.
• Position: LETTER FROM THE CHAIRMAN

I SERVE ON A BOARD of a company that recently held a dinner for its directors, top executives, and their spouses at the National Constitution Center in Philadelphia. With great fanfare, the Constitution Center opened last July Fourth as the first national museum honoring and explaining the U.S. Constitution. The museum tells the story of the document that framed the American process of government.

As I toured the Constitution Center I came across a display that detailed the evolution of voting rights, including the adoption of the secret ballot. 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.

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I asked a fellow director standing next to me whether secret balloting, which helped ensure the integrity of democratic elections, might be a valuable process in the boardroom. His answer that "it might change the outcome of some of our votes" was both surprising and troubling. But upon reflection I thought his response might accurately reflect the custom and practice of board voting.

During board meetings my fellow directors never seem hesitant to voice their concerns; yet, when it comes to the formal board vote, they sometimes seem reticent to register their dissent. After discussion and debate that can vary from superficial to intense, the chair calls for a vote on a motion, and the directors say "aye"...