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Board effectiveness and evaluation  |  Chair

Should a chair always seek consensus of the board?

NEDonBoard - consensus of the board

NEDonBoard’s recent Board Best Practice – Chairs panel event was host to an eminent panel of experienced chairs, made all the more insightful by the variety of chair backgrounds and experience the panel had. These included FTSE, private, private equity, government, SME, and international organisations.

During the audience Q&A it was posed to the panel whether a chair should always seek consensus within the boardroom. 

UK boards operate under an unitary system.  This does not mean however that there will always be consensus within the boardroom.  

Indeed, some of the best debates within the boardroom occur when board members are able to provide different points of view and insights, which lead to a more rounded exploration of an issue. It is important for the chair to understand why there are different points of view.  Through debate, the board may not always reach consensus but, decisions will be made which move the organisation within a direction which at least parallels that which board members are comfortable with.  

That said, the FRC’s Corporate Governance Code states, in Provision 8, that ‘where directors have concerns about the operation of the board or the management of the company that cannot be resolved, their concerns should be recorded in the board minutes. On resignation, a non-executive director should provide a written statement to the chair, for circulation to the board, if they have any such concerns.’ 


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