I consult to boards of mid-sized companies. Several of my clients have most board decisions either on the consent agenda or that result in a unanimous vote up or down. Is this normal for governance of this size organization and, if not, how should I, as a consultant, raise this with my client?
This raises a lot of behavioral, decision-making, and group dynamics issues, beyond the organization and governance point I infer you are making. A key function of governance is to set direction and limits and of management is to make decisions. Well -structured governance and management provide for diverse points of view. Therefore, a well constituted board and good management team will necessarily have vigorous discussion - and likely disagreement. If there is not, opinion is either missing or is being suppressed for some reason. Think about some legislatures when votes are taken on strict party lines rather than representing constituent interests.
Just like your value as a consultant depends on your independence and objectivity, too much conformance and not enough independent thinking can compromise the potential value of governance and management functions with our clients. Reaching a conclusion on what is presumably an important strategic, operational or cultural issues should be a warning sign that more discussion is needed. It is part of your responsibility to raise this with your client and suggest ways to increase the diversity of discussion. this could be through different individuals, structure, process or expectations.Tip:
Lack of vigorous discussion between you and your client should also be a warning sign that you may be losing a part of the value of the interaction. Do you really want your client to agree with everything you say? If he or she does, how can you be sure they are critically evaluating your recommendations and are fully engaged? Likewise, if you are agreeing with everything your client says, it is likely you are not sufficiently critical or engaged in your project. Don't be disagreeable but do think critically, and expect others to do the same.© 2011 Institute of Management Consultants USA