HomeSituationsBoards & governanceBoard deadlock
TN/SIT/19
Edition 2027 · effective 1 January 2027
Boards & governance · Board deadlock
The board is split, and the company is waiting.
A divided board stops strategy, appointments and transactions. An independent chair or evaluator helps the board decide without taking the decision away from it.
§ 01What it looks like
Recognise it early. The earliest moment is the cheapest.
What you notice first
Small, and easy to explain away.
- Votes split along the same line every time
- Information is withheld between directors
- Meetings are prepared as battles
- Management takes sides
What waiting can cost
Usually more than the original issue.
- The company’s ability to act
- Directors’ duties and liability
- Confidence of investors and lenders
§ 02The Neutral route
Usually: Neutral Chairing.
Neutral Chairing restores a fair process; evaluation gives directors an outside reference on the substance.
Neutral Chairing
The body decides. The chair keeps the process fair.
Also used · AdvisoryNeutral Evaluation
You decide. The evaluator advises.
Also used · ConsensualFacilitation
The group decides. The facilitator owns the process.
§ 03The steps
What a good process looks like.
- Name the decision and the information gapBefore anything else01
- Appoint an independent chair for the decisionThe moment independence enters02
- Commission an independent evaluation if neededWhere the work is done03
- Minute the process carefullySo it holds04
§ 04Prepare and avoid
What to bring. What to leave out.
(Bring)
01
Articles and board charter
02
Board papers
03
Directors’ positions
04
Deadlines
(Avoid)
✕
Lobbying directors outside the room
§ 05Your version
Every situation is different. Describe yours.
§ 06Related