Disagreement or Dysfunction? Rethinking the Role of Dissent in the Modern Boardroom

Introduction

In many African boardrooms, polite silence often passes for unity. Yet beneath this calm surface, critical questions are left unasked and valuable insights unheard. The fear of confrontation or upsetting established hierarchies often stifles open debate. This raises a vital question for directors and governance practitioners alike: when does disagreement strengthen the board, and when does it become destructive?

As Nigerian and African businesses navigate complex markets and increasing stakeholder expectations, the traditional preference for harmony is being tested. Modern governance now calls for boards that recognise the value of dissent, not as a threat to cohesion but as a catalyst for sound decision-making.

The Nature of Productive Dissent

Boards that encourage respectful challenge often outperform those that value consensus at all costs. Research shows that productive dissent helps prevent groupthink, enhances scrutiny of major decisions, and promotes innovation (Adams and Daniels, 2020).

Principal 3 of the Nigerian Code of Corporate Governance (NCCG 2018) reinforces this by requiring boards to create avenues for directors to express their opinions freely while maintaining collegiality. Similarly, Section 1 Provision 8 of the UK Corporate Governance Code (2024) directs boards to record and address unresolved concerns to strengthen accountability.

Productive dissent focuses on issues and ideas, not personalities. It allows directors to debate different perspectives with a shared goal, improving the quality of board decisions and safeguarding stakeholder value.

Cultural and Regulatory Foundations

Across Africa, governance codes are evolving; South Africa’s King IV has evolved to treat dissent as a sign of healthy oversight. King IV Principle 7 emphasises that diversity of thought and experience enriches board deliberations. The Nigerian Code echoes this sentiment, stressing the chair’s duty to ensure that all critical matters are examined with long-term implications in mind.

However, practice often diverges from principle. In some boards, particularly those dominated by social or business elites, dissent is rare. Cultural traits such as deference to authority, respect for seniority, and a preference for cordiality can unintentionally suppress debate. While these values promote respect, they may limit the board’s ability to test assumptions or challenge weak strategies.

To address this, boards must consciously build cultures that view disagreement as a contribution, not as insubordination.

Distinguishing Dissent from Dysfunction

Healthy disagreement should not be mistaken for conflict. Productive dissent is rooted in concern for the organisation’s welfare and supported by reasoned arguments. Dysfunction arises when debate becomes personal, when directors pursue individual agendas, or when disagreement is used to obstruct progress.

The key lies in intent and process. Boards that handle dissent constructively focus on outcomes and evidence, while those that ignore or mishandle it risk eroding trust and effectiveness.

A hypothetical example illustrates this well: imagine a board considering a merger that promises quick profit but carries long-term reputational risk. A director’s dissent, based on ethical or sustainability concerns, might initially seem obstructive. Yet, if heard and examined objectively, it could prevent costly reputational damage later.

Managing Dissent in Practice

Leading governance frameworks provide practical tools for channelling disagreement productively.

Structured Debate: Chairs should allocate time for dissenting views and summarise opposing arguments before decisions are taken.

Documentation: Board secretaries should record material disagreements and the rationale behind final decisions.

Feedback and Reflection: Annual board evaluations should include assessments of how well the board manages disagreement.

Safe Channels: The Nigerian Code supports internal whistle-blowing systems that directors can use to raise unresolved concerns confidentially.

Independent Mediation: A Senior Independent Director can act as a neutral figure for handling tension or clarifying misunderstandings.

When these mechanisms exist and are respected, dissent becomes a structured part of board effectiveness rather than a disruptive force.

The Chair’s Critical Role

The chair remains the key figure in converting dissent into constructive dialogue. Skilled chairs set the tone for open yet respectful debate, ensure all directors are heard, and prevent discussions from becoming personal.

Principle 3 of the NCCG 2018 rightly insists on independence in chairmanship, discouraging immediate transitions from executive to chair roles. This safeguards the ability to manage dissent impartially, particularly where former executives may find it difficult to challenge or be challenged by former colleagues.

Good chairs understand that unity does not mean uniformity. Their role is to guide the board toward collective judgment, not unanimous silence.

Global Imperative

International experience offers valuable lessons. Large, listed companies in the United States and Europe have diverse boards, particularly those with cognitive diversity, and achieve better outcomes when they actively manage debate. They follow conflict-oriented task models, where healthy friction improves decision quality.

For African boards, adopting such practices requires sensitivity to local culture. Encouraging open debate may mean retraining directors to see disagreement not as disrespect but as diligence. It may also require chairpersons to reinforce the message that challenging a proposal is not opposing the person who made it.

Looking Forward

Modern corporate governance demands boards that can tell the difference between healthy disagreement and harmful dysfunction. Nigeria’s Code of Corporate Governance, King IV, and the UK Code all provide frameworks for this. Yet success ultimately depends on culture, on creating boardrooms where questioning is welcomed, not feared.

Boards that master this balance will not only make better decisions but also build stronger trust among investors, regulators, and employees. The alternative — suppressing dissent or allowing it to spiral into conflict- risks both poor decisions and reputational harm.

In the end, dissent in the boardroom is not a problem to be avoided but a resource to be managed. The true measure of a modern board lies not in the absence of disagreement but in its ability to turn dissent into dialogue, and dialogue into better governance.

Research Unit