Guidance for Dissenting Directors

How to use this tool: This tool can be used by directors when they find themselves in disagreement with a majority of the board or a board committee on which they serve.

In determining how to vote on a matter, directors are expected to review all relevant information reasonably available, and to deliberate, taking into consideration the perspectives and expertise of fellow directors as the board works to develop agreement about potential courses of action.

Well-functioning boards are usually able to achieve a consensus that all directors can support, only rarely resorting to a majority position that a minority of directors oppose. However, reasonable directors may disagree on important matters from time to time.

Directors should freely share their viewpoints in board and committee meetings and seek to influence other directors in deliberations. In the relatively rare circumstances when a director continues to disagree with the position of the board majority after thorough discussion, the director has a range of possible responses:

• Continue to try to convince the majority prior to the vote.
• Propose that the board table the issue until processes to address conflicts are established, additional information can be provided, and/or experts are consulted.
  • Consider whether the board's decision-making process is appropriately robust. Have conflicts been disclosed and handled appropriately? Do directors have the relevant information to be able to assess strategic options and come to an informed decision?