Board members’ actions or lack thereof, has been very topical lately.  I found that the attached article released by the CGF Research Institute underlines the importance of appropriate dissent in the boardroom.  It also emphasises the role a functional board plays in contributing to a successful and sustainable organisation.

Directors are required to act in the best interests of the organisation.  This requires a director to have the appropriate inter-personal skills and the requisite knowledge and understanding of his obligations and responsibilities towards the organisation.  In addition to being committed to performing his duties to the best of his abilities, a director must be prepared to question actions and decisions being taken by the board.  He must also ensure that his differing views are properly minuted.

Constructive debate and dissent in the boardroom should be encouraged to ensure that business risks and proposals are properly explored and discussed so that appropriate governance and strategic guidelines can be communicated to management and the rest of the organisation.

Failure to voice and record your dissent as a director, may result in loss or damage to the organisation.  This in turn could expose you to potential personal liability as your silence/inaction may have resulted in a breach of your fiduciary and statutory duties!

29 Sept’14_Director’s dissent_Where your undue silence will be used against you