Many CEOs routinely “spiritually prorogue” their boards, and get away with it


Last week Prime Minister Johnson cynically prorogued Parliament. Cynical proroguing is posh parlance for thuggery. Few commentators doubt that he used his power to silence others with the potential to limit his actions.

We’re not surprised that he did so because we have come to expect cynical behaviour. Society tolerates it.

In boardrooms, where most people’s work is regulated and controlled, we have come to expect the routine silencing by CEOs of others.

In business, CEOs don’t prorogue board meetings, literally. They don’t “suspend” them. But, at times of their choosing, they may as well have done. They, effectively, silence others.

You may argue that directors on boards who remain silent have only themselves to blame. They should and can speak up. And you’d be right.

The unwritten rules of board behaviour make this problematic. It’s a spiritual silencing, not a literal one.

You and I, I’m sure, have witnessed CEOs silence others in meetings. They succeed because the silenced fear losing face, promotion, their jobs or all three.

In over 35 years of my working life, some of my standout memories are of witnessing and, sometimes experiencing, brutal acts of silencing on boards and on senior teams.

CEOs can also silence others by less brutal but frustratingly effective means: manipulating the board agenda in terms of order or content or both; doing a “Sir Humphrey” on the minutes; delaying or not sending out papers in advance, not voting on motions, and crucially, by having a weak Chair.

Since most power resides on Operating Boards, not on most Main Boards, then the CEO is the most influential person in the room because they chair operating board meetings.

So far, so what? It’s been ever thus I hear you say.

But things are changing. Cracks are appearing in the heretofore unassailable stone walls that powerfull CEOs can erect in front of those who want to challenge them. They can “prorogue” open debate as much as they like, but society is fighting back.

It’s early days, but the movement towards fairly balancing environment, society and governance with profit is gaining ground.

While the amoral behaviour of, for example, Prime Minister Johnson and President Trump is tolerated by their “base” and by those who hold their noses while applauding the outcomes of their actions, they nevertheless are creating a pressure cooker effect on those who shake their heads in disbelief and frustration.

Robert Shrimsely writes in the Financial Times (31/08/19): “Sometimes breaking a code can have greater consequences than breaking a rule. Future governments will consider the unwritten codes to have changed…the principle of “whatever it takes” is gaining supremacy…[But] there are reasons conventions survive. All sides know that the boot will one day be on the other foot…what goes around comes around”.

He’s right. Sooner or later, the bad guy gets his comeuppance.

If next week you are heading back into a work situation in which “spiritual proroguing” is systemic in your organisation or profession to the extent that you don’t expect any change any time soon, then think again.

If you have given up, don’t. I know it’s not easy, but there is hope. You can do something about it. I have witnessed and have had the privilege of facilitating previously unthinkable turnarounds in behaviour.

Society gives businesses a mandate to make a profit but not at any cost. And certainly not at the expense of your dignity, mental health and your right to a fulfilling day at work.

You are not on your own. Find others who feel as you do. Join forces with them. Share stories: feelings, needs and possible actions. Work together to find a better way. But above all: protest.

Without visible protest, we silence ourselves.

Ciarán Fenton

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