Dangerous silence in the boardroom 

This article originally appeared in our August 27th edition of the Diligent Minute Newsletter. For more insights like these, delivered straight to your inbox, subscribe here. 

Lately, it seems like the role of the board director is getting more difficult with each meeting. When asked what they’re having a hard time overseeing, directors cite a litany of issue areas in our research at Diligent Institute: Technological developments (including AI), innovation/IP, capital allocation, contingency planning, and succession planning chief among them. In this hectic, challenging, and AI-fueled moment, I’m reminded of the importance of human courage and candor in the boardroom.

A board can look remarkably healthy from the outside. The agenda is uncomplicated, the discussion is cordial and decisions are recorded with apparent consensus. Yet a smooth board meeting is not always a rigorous one. Sometimes the most important contribution in the room is the question that interrupts that sense of ease.

When nobody challenges an assumption, asks a difficult question or raises a concern, a board may appear aligned without ever fully testing the decision in front of it. That is why boardroom candor is so vital.

Directors may see different pieces of the picture: an operational warning sign, a stakeholder perspective, a financial implication, or a question about whether the organization is prepared for a changing environment. These days, they are also leveraging AI to augment those diverse perspectives. But if those observations are unspoken, the board is not benefiting from the full range of its collective judgment.

What does the right type of candor look like?

I had a conversation over LinkedIn with Michael Marquardt, board member at Commonwealth Trust Company and Strategic Partnerships, LLC, about this topic. “Effective candor is not about saying the difficult thing at any cost,” he wrote. “It is about exercising the judgment to raise the right issue, at the right time, in a way that improves the board’s decision-making. The best boards create enough trust that silence can be challenged without making every disagreement a performance. That balance is where real board effectiveness lives.”

For me, useful boardroom candor has four qualities:

1. It is motivated by the board’s duty rather than the desire to win an argument.
2. It uses the full range of tools available to gather the right intelligence and craft an argument.
3. It arrives early enough for the board to examine its implications.
4. And it remains open to evidence and the possibility that the initial concern may be clarified, refined or even disproved through discussion.

The role of the Board Chair

The chair has a huge role in establishing these conditions. The board chair can signal that respectful challenge is expected before the board reaches a vote, not tolerated only after a decision has been made. The chair can ask a quieter director to weigh in, pause when the conversation is moving too quickly, and distinguish between a point that needs further investigation and a point that requires resolution today. The chair can also make room for disagreement without allowing the discussion to become personal or performative.

To encourage that kind of candor, a board chair might ask:

• What are we assuming to be true, and what evidence would challenge that assumption?
• Which risks, stakeholders, or perspectives are not represented in this discussion?
• Is anyone seeing a material issue differently from the direction the conversation is taking?

These questions do more than invite dissent. They remind the board that candor is not an interruption to the work of governance. It helps boards surface risks earlier, challenge assumptions and make better-informed decisions.

Curiosity creates space for candor. Hear more in this episode of The Corporate Director Podcast.