In boardrooms everywhere, the real risk isn’t the loud voice: it’s the silence that follows it.
What many boards mistake for alignment is often something else entirely: groupthink. A false consensus that arises not from clarity, but from conformity. And the more experienced the board, the harder it can be to spot.
"Board members, by right, should not shy away from speaking up during meetings for the benefit of the company even if their opinion (s) go against the flow." : Tunku Mahmood Fawzy, ICDM Governance Symposium (Bernama)
That was in 2019. It’s even more urgent now. Because governance isn’t just about frameworks and KPIs. It’s about behaviour: the kind that has the courage to question, probe, and stand apart when needed.
When Good Boards Get It Wrong: Carillion: Financial assumptions left unchallenged. HBOS: Risks overlooked in a culture of overconfidence: Swissair: A collective overconfidence that blinded directors to strategic risks: Source: Credentials are not enough. Boards need the will to challenge.
Why It Happens: Deference Fatigue Fear of disrupting the tone
“Consensus without challenge is not a strength. It’s a liability.”
What Can Be Done:
Assign devil’s advocates Delay CEO/Chair input Use private reflection memos Prioritise cognitive diversity Invite third-party critique Real alignment comes after challenge, not without it.
Your View? Have you served on a board where silence passed for wisdom? What tools genuinely encourage independent thinking? Let’s raise the bar: because governance is more than oversight. It’s stewardship.
"A company should not just exist for the benefit of shareholders alone but also for society at large."
Compliance and governance aren’t interchangeable. One is a minimum requirement; the other demands independent judgement, critical thinking, courage and not to mention skill.
In all the times when I have sat in that board room, it was akin to holding on to a hand grenade, with the pin pulled out.
When governance becomes procedural, dangerously like a checklist exercise , risk management falters and blind spots grow but the procedure is essential, to ensure that nothing gets missed.
Procedural Governance, It Blunts Independent Thinking
Board evaluations done “because the listing rules say so,” then promptly shelved.
Risk-appetite statements never revisited after approval, minutes that record everything — except real challenge.
When directors equate process with prudence, they swap judgement for routine and mistake the appearance of order for genuine control.
Good boards will regularly ask uncomfortable and difficult questions:
society at large.” Tunku Mahmood Fawzy
Does your board govern , or merely comply? Or worst…..
Now we turn to the person who ultimately decides whether either problem takes root: the Chairman. In all the years that I have been a company director, I have worked directly (as a director) with no less than twenty six (26) chairmen, of which, ten (10) were independent, the rest were appointed by the shareholder, in some of the those cases, there was a Senior Independent Director (SID). I have been chairman in three companies throughout my professional board tours, and SID in three others. It can get to be quite sporty at times. A Chair’s greatest instrument is not the gavel; it is the culture they create around the table. When the Chair welcomes dissent, directors lean in. When the Chair speaks first and loudest, discussion withers.
Three Responsibilities only the Chair Can Fulfil
1 Set the temperature, Open each major item by inviting the toughest question on the topic. 2 Balance airtime, Keep a running mental (or written) list of who has not spoken. Pull quieter voices in. 3 Model humility, Withhold your own view until the debate has matured. When the Chair defers, power gaps shrink and alternative perspectives surface.
Practical Tools Chairs Use to Surface Genuine Debate · Devil’s-advocate rotation – each meeting one director owns the “What if we’re wrong?” perspective. · Red-team drills – a subgroup is tasked to attack a proposal as if they were competitors, customers, or regulators. · Silent starts – directors jot questions for five minutes before anyone speaks; this prevents anchoring on the first opinion voiced. · Non-executive huddle – a brief NED-only session after the meeting keeps management candour honest and provides space for unresolved concerns.
A Quick Self-Audit for Chairs When did our board last overturn a management recommendation? Which director spoke least in the last three meetings : and why? Do minutes capture how we reached a decision, or merely what we decided? Have we surveyed directors anonymously about meeting quality in the past year? Could every director articulate our top three strategic risks without the CEO’s slide deck?
If those answers are uncomfortable, that is precisely the point. The chairman in one of our meetings commented “….Now that some of you directors have effectively deconstructed management’s plan, now please spend some time to reconstruct…..” allowing directors run riot is equally destructive, needless to say it can be a bloodbath, especially if the debate is
set at the wrong temperature. See the next part (when it is posted). I cover some of this in constructive dissent.
Over the several years, I’ve served on boards where directors challenged each other vigorously — and others where silence hung heavy. The difference always came down to one thing: culture. The culture of silence is common and the nodding of heads approvingly (you could almost hear “hear, hear”) no pun intended but it is not always like that.
Legal Counsel cum Company Secretary once describe a well-run meeting this way: “The board had an opportunity to ventilate, and a decision came out of that discussion.” (Idrus Ismail).
Perfectly said and he was not talking about me managing the meeting, I was too busy throwing stones at the glass house! Needless to say, the chairman kept his beady eye on me!
If the chair allows for dissent to emerge, it needs to be managed properly. Constructive dissent is extremely important for board discourse and ventilation of views. Managing destructive board members can be challenging, especially when they are on a roll or where management papers have serious open flaws and gaps. Sometimes you are just the lone voice in the room, just make sure that your views are recorded properly, I have had to, many times.
All in, directors, need to have the courage to challenge, have an independent mind and make it count where it matters most. I have seen bad decisions made before, and those companies continue to reel to this day.
society at large.” — Tunku Mahmood Fawzy
If challenge is the oxygen of board effectiveness, then silence is carbon monoxide , odourless, invisible, and deadly.
“Disagreement you can work with. Disengagement you can't even detect.” The Silent Director Problem They attend. They listen. But they rarely speak. Sometimes it's personality. Sometimes, politics. But often, it signals: Lack of preparation Deference to dominant voices Fear of reputational risk Weak expectations set by the Chair Whatever the cause , a silent board is a dangerous one.
Red Flags to Watch For “We haven’t heard from you yet” , repeated too often Unanimous votes without real deliberation Minutes that summarise decisions, not the journey A few directors carrying the entire discussion
How to Re-engage Silent Directors Pre-distribute focused questions Assign speaking roles by item Chair-to-director check-ins: “What’s holding you back?” Board evaluations that track contribution , not just attendance
Reflection for Chairs Are we hearing all voices , or just the confident few? Would we reappoint someone based on their last 12 months of impact? What message do we send when silence is left unchallenged? society at large.” Tunku Mahmood Fawzy
next stop!).
Board evaluations are supposed to sharpen oversight and performance. Too often, they’re treated like polite rituals scored, filed, and forgotten. “The true test of an evaluation is not the scorecard but it’s whether it causes real change.”
What Actually Happens? In my experience, the evolution has looked something like this: 1. Consultant-led evaluations: hired for perceived independence. Glossy, expensive, and often detached from real context. That was in the early days. Consultants and director organisations are still trying to sell this as a product. Personally, I didn’t find it useful then and still don’t. 2. Chair-led evaluations: well-intentioned, but riddled with power dynamics. Few directors offer frank views when the Chair holds the pen. If you have a good Chair, supported properly, the results can be useful particularly for Chair/NRC conversations with directors. Alternatively, the Senior Independent Director (SID) could lead this. 3. Nomination Committee (NRC)-led assessments: a better balance, but still exposed to internal loyalties. In some institutions, the SID chairs the NRC essentially merging the models above. 4. Company Secretary-administered self-evaluations: practical, efficient, and increasingly the norm. But lacking teeth without honest facilitation. Only one of the boards I currently serve on performed a structured skills gap analysis (and I haven’t seen it repeated elsewhere). Self-assessment feedback often lacks the real colour and texture of a board’s dynamics. With all the years behind me, I am still looking for the best method.
The goal is not punishment, it’s developmental.
In one case some years ago, a director was privately encouraged not to seek re-election after repeated underperformance. It was dignified, necessary and in the best interest of the company. But let’s be clear: this is a different exercise altogether, and fraught with danger for the unassuming.
Good Board Evaluations Ask:
Any other views?
society at large.” Tunku Mahmood Fawzy