When your board can’t agree

Top tips from the conversation

Healthy disagreement on a board is a good thing. Disagreement can bring different perspectives and different ideas. It brings out differences of opinion. The issue is when the differences become a source of conflict. It’s everyone’s responsibility to put in place the structures that reduce the risk of differences of opinion turning into a dispute.

Conflicts can arise for a number of reasons:

• Strategic direction
• Funding of certain activities or programs
• Whether the organisation is ready to grow
• How resources are allocated
• How directors represent their family as well as the wider community.

Know which hat you’re wearing. Sometimes something is happening in the community that flows over into the corporation and the board can become a vehicle for that to play out. You don’t have to ignore the issues or pretend that conflicts outside don’t exist. But be clear when you’re acting as a director and when you’re acting as a member of the community – your responsibilities might be different.  

Set the standards. At your board’s first or second meeting, spend some time working out how you’re going to conduct business during meetings and agree on some guidelines. If someone’s not sticking to it and the chair doesn’t speak up, any director can raise that ‘that’s not the way we agreed to do business together.’

Every director has the same amount of power and authority. The chairperson does not have any higher authority than the rest of the directors. They can’t make a unilateral decision or impose their decision on the other directors. Directors can choose to remove the chair (by voting) at any time. The chair is as bound by the rules of the corporation as any other director. Decisions should be recorded as ‘the board agreed’.

Confidentiality can be the best protection to conflict. As a board, you should agree what is going to be confidential and what can be shared with members or in the community. The easiest way is to just ask during a discussion of a topic whether it’s confidential or what parts of it are confidential.

Disunity undermines the corporation. Once the board makes a decision, all the directors need to present a united front, even if you strongly disagree with it. Talking about the decision-making and your disagreement out in the community isn’t the solution. If you really can’t live with the decision of the board, you may need to leave. 

People need to be able to say what they’re feeling. Allow people to come in and say what they need to say without being interrupted or shut down, so long as it’s not personal at anybody. People often don’t feel ready to talk about the actual issues in dispute and the solutions that might be available to resolve that until they’ve had the space and time to say what they’re feeling. Things can often be resolved quite quickly if everyone knows what the problem is.  

Dispute resolution may not happen in a single meeting. Indigenous corporations have a level of cultural governance that happens outside the corporation. There may be cultural dispute resolution processes that happen at the same time as corporate governance dispute resolution processes. That means you need to be creative, flexible and thoughtful about moving in and out of those processes and allow enough time for them to happen.  

Your rule book will have a dispute resolution process. All corporations are required to have dispute resolution processes in their rule books and cultural elements can be included. If the rule book doesn’t include cultural elements, members have the right to change the rule book. 

Learn more 

• Directors
• Dispute resolution
• Meetings for directors
• Making decisions
• Conflict of interest
• Related party financial benefits 

This conversation host and guests

Georgina Richters is a Luritja woman and the Principal of First Nations Advisory. Georgina has more than 25 years’ experience working in Indigenous affairs at national, state, local and community levels. She's currently the Chairperson of the Arts Queensland First Nations Arts and Culture Panel and the Deputy Chair of the Brisbane 2032 [Olympics] Legacy Committee.

Dr Heron Loban is a Torres Strait Islander woman, academic, former lawyer and expert in Indigenous law and justice issues. Dr Loban has held a number of key positions in community-based, not-for-profit companies and sat on numerous State, Territory and Commonwealth advisory committees.  

Peter McQuoid is Principal of PDM Consultancy. Peter has led corporate and government agency probity, governance and compliance reviews for over a decade and is a highly experienced executive officer in business examinations, special administrations, change management and business turn-around assignments.  

Graham Carter specialises in native title and heritage, commercial law and property law. He is a nationally accredited mediator. Graham has extensive experience in relation to engagement with Indigenous communities, commercial negotiations and dispute resolution.