Harmony as a Duty-of-Care Risk: When a Board Becomes Too Aligned
Unlike an executive team that works together daily, a board at many Swiss companies meets only four to six times a year. That creates a dual requirement rarely named clearly in governance discussions. On one hand, the board depends on personal harmony simply for collaboration to function between meetings. At the same time, it must be able to take positions on substantive questions that contradict one another. Both requirements sit in tension, and reconciling them is the real challenge of board work, because in the end the full board has to be able to reach a decision.
Between forced consensus and decision paralysis
Anyone working in a group where people get on well tends to swallow a critical question rather than ask it. The impression of unanimity often forms before everyone has even spoken. Whoever then does object comes under pressure. That is one side. The other is that the opposite can create problems too. Boards in which no one is willing to settle on a common line block each other and, in the end, reach no decision at all. For a board, that means avoiding both poles. Discussion must be open enough for dissent and focused enough to reach a workable resolution.
Why dissent doesn’t happen
The reasons are, in most cases, mundane. Time pressure is one; a packed agenda is another, disciplining discussion, often at the expense of the questions that matter most. On top of that, information asymmetries between the executive team and the board contribute their share. The executive team knows the business in detail; the board only in patches, or the board has already aligned informally before the operational implications were discussed with the executive team. Anyone wanting to raise a critical question in such situations must formulate it on a thinner information base, which raises the threshold for speaking up. Add to this the status gradient within the board itself. An experienced chair, a long-serving lead independent director, a former group CEO or politician at the table shapes a meeting through their presence alone. On top of that comes the unspoken assumption that only experienced people sit at the table, people who would already raise critical points if they saw any. That assumption is usually wrong.
When the issue turns moral
For some years now, an additional factor has compounded these everyday mechanisms, one that is particularly potent in certain topic areas. On social, values-based, environmental, narrative, or ideological questions, often tied to strategic direction, substantive positions are increasingly bound up with moral judgements. Anyone who questions a position critically does not primarily risk a counterargument. The real risk is a moral label. This phenomenon feeds back into board work, because board members are part of the same society. The consequence is concrete. Anyone who raises the critical question or holds a contrary position in these areas can find themselves in a situation where the substantive question is no longer negotiated at all, because the position has already been morally categorised. The result is not a lively argument over substance. It is a topic closed prematurely to avoid endangering harmony.
When boards adapt themselves to their topics
This creates a further risk. Boards tend to adapt their composition to uncomfortable topics rather than the other way round. They drift towards a monoculture so that tension never arises in the first place. This often happens not through deliberate conflict avoidance. It happens through competence logic. When filling seats, similar profiles get sought out: comparable industries, similar schools, the same network. The intent is safety; the result is shrinking cognitive diversity. Diversity here does not mean gender balance. It means diversity of types, positions, characters, and professional experience. Anyone who assembles a board from similar personalities shrinks the space of possibility in which careful decisions get made.
Where group dynamics touch the duty of care
A board is a social body. It is equally a legal organ. The duty of care under Art. 754 OR requires an adequate information base, a substantive engagement with alternatives, and a decision process free of conflicts of interest and undue pressure. That process is exactly the benchmark against which care is measured in a dispute. Where dissent is systematically suppressed or self-censorship tolerated, the board risks more than a weak meeting culture. It risks a breach of what makes the decision process legally sound. That holds whether the harmony grew amicably or was quietly enforced.
What conflict-capable boards do differently
Some boards master this separation. Keeping the personal level and the substantive level apart is demanding, but learnable. A few practices have proven useful from my own experience. I put sensitive topics early on the agenda, because they usually need the most time. It has also proven useful to briefly take the pulse of every member at the start of a meeting. Which agenda item causes unease, and why? This lets the pace of the session be set realistically from the start. Silent board members need to be actively drawn into the discussion and asked for their view. For genuinely difficult decisions, a deliberately staged perspective-swap can help, where members argue a position that is not necessarily their own. This swap works on two levels. The board examines alternatives that would otherwise have been lost. And the individual member gains distance from their own position, which increases willingness to adjust their view when the arguments call for it. Finally, I have found it useful to separate the discussion phase from the decision phase, and, depending on the situation, to schedule them at different times.
What matters is that substantive questions are explicitly not handled as questions about the person. Anyone asking a critical question as devil’s advocate should not be read as a disruptor, but as someone fulfilling their duty. Decisions get documented so that the minutes show which alternatives were examined and which risks named. In topic areas where moral judgements quickly overshadow the substance, a simple two-step separation helps. First, record what is desirable in substance. Only afterwards, examine what is actually achievable, financeable, and effective under the company’s concrete conditions. This sequence prevents a position from being labelled immoral simply because it points to the implementation question.
Resilient dissent, not more conflict
Personal harmony on a board is not a weakness, and not a luxury. It is the functional precondition for a body that meets only a few times a year to remain capable of working at all. Well-tended relationships are even a protective factor. They are what makes dissent possible in the first place, because there is trust that a critical question will not be taken personally. The goal is therefore neither conflict nor harmony, but resilient dissent. Resilient means the board can sustain a critical discussion even under pressure, without relationships taking damage or substantive questions turning into questions of identity. A board that agrees on every substantive question should ask itself whether it is actually meeting its duty of care, or merely feels as though it is.
Sources and further reading
- Janis, I. L. (1982). Groupthink: Psychological Studies of Policy Decisions and Fiascoes. Boston: Houghton Mifflin.
- Mintz, A., Wayne, C. (2016). The Polythink Syndrome: U.S. Foreign Policy Decisions on 9/11, Afghanistan, Iraq, Iran, Syria, and ISIS. Stanford University Press.
- Sonnenfeld, J. A. (2002). What Makes Great Boards Great. Harvard Business Review, 80(9), 106–113.
- Edmondson, A. C. (1999). Psychological Safety and Learning Behavior in Work Teams. Administrative Science Quarterly, 44(2), 350–383.