'In the Sanctity of the Voting Booth'
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LETTER FROM THE CHAIRMAN ® ‘In the sanctity www.directorsandboards.com Editorial Advisory Board of the voting booth’ Robert H. Rock t a recent board meeting my fel- discussion and debate that can vary from Chairman, MLR Holdings low directors voted unanimously superficial to intense, the chair calls for a Chairman Ato approve management’s recom- vote, which is almost always unanimous. mendation to make a major investment in Sometimes a director may abstain or recuse Norman R. Augustine a new market. During the presentation, the himself because of a conflict of interest. Former Chairman and CEO directors asked many probing questions, Only in rare instances does a director vote Lockheed Martin Corp. suggesting significant concerns. After a ro- against the majority and ask that his vote bust discussion, a motion was put forward be recorded in the minutes. Yet, if every Robert L. Crandall and seconded, and the ayes appeared unan- vote is unanimous, should shareholders Former Chairman and CEO imous and no nays were noted. However, not wonder whether the board is exercising AMR Corp. in the executive session that followed the sufficient governance? formal board meeting, several directors Directors should vote the way they feel, Robert L. Dilenschneider voiced their objections, and one indicated and board votes should reflect and register Chairman her outright dissent. She “went along” with differences in opinions. On all the boards The Dilenschneider Group Inc. the majority’s support of top on which I have served, management. a secret ballot has never Bonnie W. Gwin Voting against manage- been used. If it had, would Managing Partner of the North America ment can be uncomfortable, it have changed any indi- Board of Directors Practice but this is not only an indi- vidual votes or maybe even Heidrick & Struggles vidual director’s prerogative outcomes? Perhaps. Would but also his duty. However, directors be more willing to Charles M. Elson a “public” vote does not al- register their true opinions Director ways encourage individual if voting were done in pri- John L. Weinberg Center directors to express fully vate? The custom and prac- for Corporate Governance their true opinions. An tice of open board voting University of Delaware open election process may may limit opposition and underscore the collegial na- dissent; thus, there may be Thomas P. Gerrity ture of board deliberation; times when a board should Professor and Former Dean however, it may also paper over board undertake a secret ballot. The Wharton School opposition and dissent. In 1948 the Communist Party was poised University of Pennsylvania Before the introduction of the secret bal- to win the Italian election. The Christian Ann McLaughlin Korologos lot in the late 19th century, countries such Democrats came up with the slogan: “In Former U.S. Secretary of Labor as England had an open system whereby the sanctity of the voting booth, Stalin votes were publicly recorded in poll books can’t see you, but God can,” which helped Susan R. Salka that showed how a person voted. In order them win a resounding victory. This year President and CEO to lessen the possibility for coercion and I have few if any friends who will openly AMN Healthcare Services Inc. intimidation, England, along with most admit they are voting for Donald Trump; other countries, instituted a secret system however, I suspect that in the sanctity of Russell E. Palmer of voting. In the U.S. the secret ballot has the voting booth, some, perhaps many, will Chairman and CEO become a pillar of our democracy. “hold their noses” and vote Republican. We The Palmer Group Could secret balloting, which helps to will know on November 8th whether our ensure the integrity of democratic elec- system of secret balloting will sway the Jeffrey A. Sonnenfeld tions, be valuable in the boardroom? In election away from Hillary Clinton, who Associate Dean, Executive Programs my experience, directors are not hesitant has held a commanding lead in the polls. Founder and CEO to voice their concerns; yet, when it comes Chief Executive Leadership Institute to the formal board vote, they sometimes Yale School of Management are reticent to register their dissent. After D & B is an international journal of corporate governance and leadership, directed to the interests of board members, chairmen, CEOs, senior officers, and advisers to the board. It was founded by Stanley Foster Reed in 1976. 4 DIRECTORS & BOARDS.