We have often emphasized that a Board of Directors is expected to make decisions that represent them as a collective.

 An interesting practical aspect of decision making is the process of arriving at the representative decision on a matter, particularly that individual directors have a fiduciary duty to exercise independent judgement as they deliberate matters. This means that the Board may receive different view points on a single matter.

 The question is, how does a director properly “persuade” his/her colleagues to adopt their viewpoint to influence a decision?

 One of the ways is to demonstrate clarity of thought, experience in the matter under discussion and reasons for your preferences and/or recommendations.

 Caucusing outside the meeting can also be adopted as there is more time for exchange of ideas, consultation and analysis. This would also give governors an indicator of what it would take to get the support of colleagues at the point of making decisions. It must however be pointed out that caucusing does not entail an opportunity to intimidate colleagues or coerce them to contribute to decision making in a particular way. Rather, respecting each other’s opinions and views while projecting yours is a good way to discharge your duty to promote the success of the company. At the point of exercising your independent judgment, you would have had the benefit of the divergence of views to inform your opinion.

 Lastly, it is important to recognise that the Agenda is for the company and not personal to a director or a section of them. Accepting that yours may sometimes be a minority view, no matter how correct you think you may be, is part of the essential attribute of self awareness required of a leader who participates in collective responsibility. Ethically, there is a plethora of guidance on how a director ought to proceed in the event that he /she is unable to accept the representative view and decision, which is a separate discussion for another day!

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