The New Board Game Blog 5: Propose/Debate/Vote – back in fashion

The New Board Game

How to adapt, behave and relate in the post-pandemic boardroom

Blog 5: Propose/Debate/Vote – back in fashion

  • Time was, on the best boards:
    • board meetings focused on motions which were proposed and seconded
    • debated
    • voted on
    • if you lost your vote, you backed the board’s decision, or you resigned
  • Now, frequently:
    • the board’s agenda is tightly controlled, usually by the CEO
    • motions are not encouraged
    • open debate is as rare a hen’s teeth
    • votes are even rarer
  • Worse:
    • if you challenge “you are not a team player”
    • votes are viewed as a sign of distrust: “if we’re on the one team, why vote?”
    • one-person-one-vote rules are ignored
    • dysfunctional relationships flourish because there’s no process to manage differences
  • But, post-pandemic
    • directors will come under a harsher conduct spotlight
    • they will want to demonstrate that they exercised their rights and performed their duty
    • proposing motions will help them demonstrate their intent
    • winning motions will become their unofficial metric
    • they will want to record their dissent if they don’t resign
    • and watch out for more resignations than in pre-pandemic times
  • Why?
    • because society’s pandemic loans/bailouts come at a cost
    • that cost is that there’s no going back to the old ways
    • you can’t take taxpayers money with one hand and dismiss it by ignoring ESG-based decision-making with the other – until now, that injustice was ignored as “that’s just business”
    • so, when your board experiences a serious risk event that causes societal detriment, your directors will want to show that they tried, much more than previously, because society will demand justice, stridently

Ciarán Fenton

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