The courage to speak up at a board meeting

What do most smart, accomplished corporate directors do when something doesn’t make sense to them at a board meeting?


There are exceptions, of course, but most directors tend to assume that if they don’t understand the logic of a chief executive’s argument or strategy, they’re probably the only one.

Rather than be singled out, these people — who are the last line of defence for shareholders intent on reining in out-of-control management teams — shy away from asking the question they really want to ask.

For super successful big-ego types that populate many public boards, acknowledging to your peers that you don’t understand something can be profoundly embarrassing. Better to play along, maybe hope someone else will give voice to your concern, and not call attention to what you don’t know.

It is the opposite of how a child behaves, isn’t it? When young people don’t understand, they usually ask why. They feel no shame in not knowing; instead, they just want to understand better.

Somewhere along the way, all of us lose some of that natural inquisitiveness. We become more guarded, self-protecting, even calculating.

It’s a natural process, to be sure, but what happens when that innocent curiosity is lost — and your job is protecting shareholder interests as a board of director?

You get the dismal state of affairs that exists in many companies around the world, where effective oversight often takes a back seat to keeping your mouth shut and getting along.

If we were to write a job description for board director, would we include “uncritical acceptance of others’ views” in the short list of capabilities?

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