- Jane Halford

There was a time when boards could assume that societal issues that were not aligned with its mission would not enter into the boardroom. That time has passed.

Today, complex societal issues such as politics, social movements, and global events arrive through employee questions, customer expectations, investor pressure, and reputational risk. When is it appropriate to discuss them at the board table?

The first question for the chair and CEO is how is this issue tied to what guides the organization - vision, values, strategy, culture, risk, and opportunities. Don't forget reputation, industry connections, and strategic partners. 

If it becomes clear that it is a topic that the organization needs to consider, is it within the authority of the CEO or does it need to escalate to the board? I hope for you that's clear, but it may not be.

Here are some ideas on when it is a board issue:

• The topic is escalating quickly in society, and it would be better to raise it with the board before it is an active issue for your organization.
• The CEO would value board members' input. This may not be a governance topic, but there is deep expertise and experience in the boardroom.
• The link to strategy and risk is very grey. If this is the case, is there any harm in elevating it to a board discussion?

Once it lands on the board agenda, the chair and CEO need to prepare. 

These discussions are rarely neat. They are layered, emotional, and often deeply personal for the people around the table.

As a chair, set up the discussion for success.

• Work with the CEO to send pre-reading materials in advance. Link the topic to the work of the organization and provide questions for board members to consider in advance.
• Frame the opening of the discussion to link the topic to strategy, risk, etc. to help board members understand why it is at the table. 
• Acknowledge the personal and societal perspectives on the topic and clarify that each individual will have a view. Remind them that the board needs to focus on its fiduciary duties in the discussion.
• Clarify the purpose of the agenda item. Is there a direction to approve? Is it brainstorming with the CEO? Is it a strategic alignment discussion?
• Time bound the agenda item. If it's truly complex, reassure the board that this is not a "once and done" topic. 

With the discussion underway, watch out for it to go off the rails

• Create and keep safety. It is likely that individuals have personal experiences with the topic. You may also have board members with opposite and strong perspectives. Keep the environment respectful and professional. This is a discussion that can build trust and deepen relationships or do the opposite.
• Resist the urge to simplify too quickly
  • Boards trained to seek clarity and make decisions. That instinct can work against them here.
  • Rushing to a position, especially one that feels broadly acceptable, can shut down important perspectives. It can also lead to responses that feel disconnected from the organization’s reality.
  • Complex societal issues are not problems to resolve in a short agenda slot. They require space and discipline over time.
  • Strong boards acknowledge the messiness before attempting to resolve it.
• Encourage listening and asking questions of clarification.
• If no decision is imminent, there is no need to strive for consensus. If a decision is required, encourage challenging the topic and not the person. 

Close well.

• Confirm the next steps. If a vote is required, call it. Appreciate that this may not be a unanimous approval. 
• Confirm what, if anything, will be shared from this discussion, internally and externally. Not every topic needs to be shared. If it will be shared, plan the communication before starting.
• If board members have voted against a motion, ask them after the vote, during the in camera portion of the meeting, or after the meeting, what they need to support the board's decision outside of the boardroom. That may require speaking points or intentionally not positioning them in situations where they will personally need to respond to questions.
• Confirm what resources and supports the CEO and executives need in response to the discussion.
• If the discussion has been intense, including high candor and challenge, acknowledge the contributions of the board members and executives as the topic wraps up.
• If possible, call a break after the topic to help the group re-centre and refresh themselves.

The reality

Strong boards allow directors to express perspectives shaped by their experiences while maintaining a shared commitment to their fiduciary duties.

Societal issues are now part of the governance landscape. Boards that avoid them, oversimplify them, or react impulsively tend to create more risk than they reduce.

Boards that acknowledge the complexity while staying grounded in their role are better positioned to guide the organization through it.

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