A Board That Agrees Too Easily
Adunni Foods Plc is a family-controlled manufacturer. The chair is the founder, aged 72 and holder of 25%; the CEO has led for 15 years; three of the eight directors are family members. Two non-executive directors have resigned in the past 18 months, both citing "time constraints". Board papers run to 180 pages and arrive two days before meetings, which last 90 minutes: a prayer, a 60-minute CEO presentation on operations, and a chair's closing question, "Any issue?" A new NED's question about the ₦3.2 billion plant expansion was deferred twice and does not appear in the minutes. The board evaluation was last done in 2018 as a self-assessment in which every director rated themselves "satisfactory". Succession has never been discussed. Directors dine together the night before each meeting, and two NEDs say decisions feel "pre-agreed" by then.
1. Diagnose the board's dynamics, distinguishing structural causes from behavioural ones.
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Structural causes (the system produces the behaviour):
- Information asymmetry: 180 pages two days before a meeting makes informed challenge impossible; directors rationally defer to management.
- Agenda capture: 60 of 90 minutes on operations leaves no time for strategy, risk or succession; the chair controls what is discussed.
- Missing feedback loop: the 2018 self-assessment had no external input, no consequences and no action plan, so it could not detect decline.
- No succession framework and no tenure or retirement policy, so the founder's centrality has never been tested.
- Resignation pattern: two departures in 18 months is a signal the board is losing its challenge capacity, not a coincidence of diaries.
Behavioural causes:
- Groupthink and deference: long CEO tenure, founder chair and family presence make disagreement feel disloyal. The pre-meeting dinner institutionalises consensus before formal deliberation.
- Diffusion of responsibility: with no one tasked to press the plant question, it evaporates.
- Normalisation of silence: an unminuted question teaches the questioner that challenge is pointless; the next NED learns faster still.
- Founder centrality: the chair's closing "Any issue?" is a ritual of closure, not an invitation.
Diagnosis. This is not a "difficult director" problem. It is a design problem in which information, time, agenda and social pressure all reward agreement. Changing individuals without changing the design will reproduce the same board.
2. Recommend interventions the company secretary and chair could implement within two board cycles.
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Before the next meeting:
- Move paper circulation to seven days, with a two-page decision summary per item covering options, risks, financial effect and management's recommendation. Full annexes available on request.
- Rebuild the agenda: strategy and risk first, operations as a consent agenda, and a standing 20-minute "challenge" slot where each NED must raise one issue.
- Template every decision paper to require alternatives considered and dissenting views. No paper, no decision.
At the next meeting:
- Extend to three hours and protect time for the plant expansion as a substantive item with the original question reinstated and minuted.
- Ask the chair to invite dissent explicitly ("What are we missing?" rather than "Any issue?"), and have the company secretary minute the discussion, including disagreement and the reasons for the decision.
- Hold an executive session of NEDs without management and minute only that it occurred and any actions.
- Suspend or restructure the pre-meeting dinner: no board business, or open it to management and record nothing as decided.
Within two cycles:
- Commission an externally facilitated board evaluation with individual interviews, covering dynamics, information quality and succession.
- Establish a succession committee with a written plan: emergency CEO cover, a three-year development plan, and a retirement age for directors.
- Give the new NED a mentor and a defined induction, and ask each NED to own one area of board oversight.
The company secretary's role is to design these mechanisms and put the rationale in writing, so reform survives the next mood swing.
3. Design the board evaluation so that it actually detects what the 2018 exercise missed.
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A useful evaluation measures behaviour and process, not satisfaction.
Scope. Four layers: full board, committees, individual directors (including the chair), and the chair-CEO relationship. Peer and self-assessment should be separate, because self-rating produced the 2018 result.
Method. A questionnaire alone will reproduce polite answers. Combine it with confidential interviews by an external facilitator, observation of at least one meeting, and a review of board papers, minutes and attendance. Ask behavioural questions: "Describe a decision in the last year where the board changed management's proposal. What happened to the director who disagreed?"
Content. Information quality and timeliness; agenda balance between strategy, risk and compliance; quality of challenge and whether dissent is recorded; composition, skills and succession; committee effectiveness; chair performance; board-management relations; ethics and whistleblowing.
Output and consequences. A short report with no more than ten prioritised actions, each with an owner and a date; a board discussion minuted with disagreements; progress reviewed at six months; results reflected in director renewal decisions and in the annual report's governance statement.
Frequency. Annually internally, externally every three years or when there is a trigger - a resignation, a near-miss, a major acquisition, or a change of chair. Two NED resignations in 18 months is itself a trigger.
Test of success. The evaluation should generate at least one uncomfortable finding. If every category is "satisfactory" again, the instrument is measuring comfort, not effectiveness.