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14 Jan '14

Opaque boards: When boards do their work in private rather than in the board room

Posted by T.J. Addington in boards, dysfunctional boards, leadership boards
There are boards that are transparent and there are boards that are opaque. Transparent boards are those where the key conversations between board members take place in the board room so that everyone is party to the conversation. This is how boards are designed to operate. 

Board members must make decisions and in order to make good decisions they need to have all the relevant information. In addition it is in the give and take of dialogue among good board members that the best decisions are made. It is a commitment to a corporate decision making model.

Unfortunately this is often not how boards operate. In many cases, leaders or powerbrokers on boards use a divide and conquer strategy. Rather than having the key conversations in the board room for all to hear they have private conversations behind the scenes with different board members which in turn influences the outcome of decisions at the board level.

Some would say this is smart politics and it is surely politics. But consider this: the practice destroys the concept of corporate decision making. This is a manipulative strategy designed to get one's desired outcome but not through group means. Not only that but it robs other board members of the information they should have. They don't know of the private conversations that have taken place and therefore are not privy to why people take the positions they take. In this scenario, the only individual who knows everything is the one who has been having the behind the scenes conversations. 

I have consulted with churches and organizations where this practice took place on a regular basis. I call it an opaque process because it is not in the open and it is not transparent. Decisions get made but not in the open - they are made behind the scenes. It is a practice designed to get one's way but not designed to reflect good governance. It disempowers those not in the know and creates triangulated relationships rather than open, honest relationships.

Opaque boards and decision making is never healthy. Avoid it at all costs.