When the members elect and delegate the board to act on behalf of all members, the delegation is to the board, not to individual directors. This means that the authority lies with the board as a whole, and is expressed by board actions and decisions. In its dealings with its delegate, the general manager, and with members, directors contribute to a group process and work as one body.
Speaking with one voice means that the board and the individual members of the board understand and agree to behave according to the principle of board authority as a group rather than by multiple individual voices. To govern effectively, a board must speak with one unified voice. Unless a board masters the art of speaking as a group, it has little power to lead effectively.
One voice does not necessarily mean that all board members agree either before or after a board decision is made. The board can have unity without unanimity on all votes. In fact, one of the strengths of a board is in the diversity of opinions and perspectives that different people bring to the board. Board members have an obligation to bring diverse perspectives for the board’s consideration. Agreement for the sake of politeness or avoiding conflict can be a breach of responsibility.
While board members do not need to agree with a board decision, any individuals who may have dissented must abide by the presupposition that all the decisions, and only the decisions of the board as a body, are binding. Any public comments should include support for the integrity of the board’s process and its decision-making authority.
Largely, the board’s voice is expressed through policy and board actions recorded in board minutes. Management performance is evaluated through rigorous monitoring of board policy. Setting policy and assessing performance would both be accomplished via board process that the board has agreed to use for these actions.
Generally, the board will also develop an approach to manage its relationship and communications with owners. An important concept here is that the board has a legal and fiduciary obligation to all owners, not just the ones who show up and express themselves at meetings or in direct communication with the board.
Board communications will largely be based on the process it uses to fulfill its duty on behalf of owners, i.e., how it provides leadership to the organization, how it fulfills its accountability function, and how it has arrived at decisions it has made. How the board arrives at decisions may include different points of view that were considered and data used to inform the decision.
The board has an obligation give and show care in its decision making process, but in communicating about board decisions, the focus is generally on what the board has decided and the process it used, rather than the individual voices and deliberations involved in forming the decision.
These expectations are usually determined by the board in advance and spelled out in writing in board process policies, including policies that describe expectations of the whole board working together as well as guidance for individual directors in a board code of conduct or ethics policy. Often, directors are expected to review these policies in advance of serving on the board and sign an agreement stating a willingness to work according to the agreements the board has made as described in the policies.
On a practical level, Board Holism and Speaking with One Voice means that the board runs such a good process that each director is willing to fully support board decisions even when a director doesn’t agree with the decision. This is a high bar for group process, dynamics and communication. This expectation can be realized via an informed alignment of board policies and its process for deliberation and decision‐making. Board Holism does not mean that all directors are supposed to think the same; it does mean that all directors are expected to support all board decisions.
Questions, comments or feedback? Contact Mark Goehring.