Board directors in discussion around a boardroom table

The thing nobody said: a lesson in board effectiveness

Boards rarely fail because their members lack intelligence. They fail when something important goes unsaid.

Picture a board meeting. Twelve capable people around the table. A thick pack, read with care. A proposal the chief executive plainly favours. The discussion is courteous, a few sensible questions are asked and answered, and then the chair says, “Are we agreed?” Heads nod.

Afterwards, over coffee, one director turns to another and says under her breath, “I wasn’t sure about that.” The reply comes back: “Nor was I.”

Anyone who has sat on a board will recognise that moment. It is not a failure of intelligence or integrity. It is a failure of conditions, and it goes to the heart of board effectiveness.

When silence becomes expensive

Two recent cases show how costly this can be.

Carillion, the construction and services group, collapsed in January 2018 with liabilities of nearly £7 billion and just £29 million in cash. Some 43,000 people worked for it worldwide. When MPs investigated, they did not mince their words: the company’s non-executive directors had “failed to scrutinise or challenge reckless executives”.

In 2021 Credit Suisse lost $5.5 billion when its client Archegos Capital collapsed. The bank’s own independent review was blunt. It found warning signs had been seen but not acted on, and pointed to “a cultural unwillingness to engage in challenging discussions or to escalate matters posing grave economic and reputational risk”. Two years later, after further crises, Credit Suisse was taken over by UBS in an emergency rescue.

Neither story is simple, and neither comes down to a single silence. But both show what happens when difficult questions go unasked, and when people see a problem but do not feel able to say so.

An old problem with a name

In 1972 the psychologist Irving Janis gave this pattern a name: groupthink. He studied decisions such as the Bay of Pigs invasion, where a room full of very able advisers went along with a plan that several of them privately doubted. The wish to keep the group together outweighed the duty to speak.

Boards are particularly exposed. Directors are experienced people with full diaries, and some barely know one another. Meetings are short, agendas are long, and nobody wants to be the one who slows things down or appears not to have read the papers.

What effective boards do differently

In the 1990s Amy Edmondson, now a professor at Harvard Business School, studied hospital teams and found something puzzling. The best-led teams appeared to make more mistakes. On closer inspection, they were not making more; they were more willing to report them. She called the conditions behind this psychological safety: a shared belief that it is safe to speak up.

The same holds true in the boardroom. The question worth asking is not “Is everyone clever?” but “Can the quietest person in this room say the difficult thing?”

In our board work we use a simple lens: Choice, Character and Connection.

  • Choice is how the board reaches its decisions. Are the options genuinely tested, or is the recommendation the only one on the table?
  • Character is how directors conduct themselves under pressure. Do they hold their view when it matters, and change it when they should?
  • Connection is the relationships that make candour possible. Do directors trust one another enough to disagree well?

When one of the three is weak, the other two struggle. Strong character without connection can turn combative. Warm connection without rigorous choice can turn cosy.

Small habits that improve board effectiveness

None of this requires a full board review. A few simple habits can change the room.

  1. Use the steelman technique. Before you decide, ask someone to make the strongest possible case for the option you are about to reject. It is the opposite of a straw man: you test an idea at its best, not its weakest.
  2. Appoint a red team for major decisions. Give one or two directors the explicit task of finding the flaws.
  3. Hear from the quietest first. Let the chair speak last, because seniority shapes what others feel able to say.
  4. Ask a better question. “What would cause this to fail?” invites thought. “Any concerns?” tends to invite silence.
  5. Review how you decide, not only what you decide. Once a year is enough.

Imagine a chair who closes every major item with one question: “Whose view haven’t we heard yet?” At first the pause feels awkward. Within a few meetings, directors begin arriving with an answer ready.

Good governance is usually described in terms of structures, committees and codes, and they matter. But the heartbeat of a board is the quality of its conversations. When the quietest person in the room can speak, the whole board grows wiser.

Read more about our Board Effectiveness work, or get in touch to talk about your board.

Sources

  • House of Commons Business, Energy and Industrial Strategy and Work and Pensions Committees (2018). Carillion. HC 769.
  • Paul, Weiss, Rifkind, Wharton & Garrison LLP (2021). Credit Suisse Group Special Committee of the Board of Directors: Report on Archegos Capital Management, 29 July 2021.
  • Janis, I. L. (1972). Victims of Groupthink. Houghton Mifflin.
  • Edmondson, A. C. (1996). Learning from mistakes is easier said than done. Journal of Applied Behavioral Science, 32(1).
  • Edmondson, A. C. (1999). Psychological safety and learning behavior in work teams. Administrative Science Quarterly, 44(2).

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