Lawyers usually say no. Their thinking is directed at denial. I did not realize this properly until I became a lawyer myself. I did not have to get used to saying no, because also in the world of science, where I came from, you say no on account of your profession. If someone claims something, as a lawyer or scientist you immediately have three or more arguments ready to prove that what is claimed is not correct. Is that a bad and negative attitude? No (see what I mean?). Lawyers and scientists reach a higher level of truth by systematically testing whether what someone says is correct. If you raise arguments against a position that is brought forward, this position has to be properly defended to ’survive’. Not until it has passed this test do we adopt the position (provisionally). Until the contrary has been proven. This is how fact-finding works.

How does this work for supervisory directors? Supervisory directors also often say no. This is not a bad thing, but not always a good thing either. A supervisory director must be able to say no if he or she is sincerely convinced that a certain intended resolution of the board is not in the interest of the company. Jaap Glasz, one of the corporate governance pioneers in the Netherlands, always showed this by saying that supervisory directors must have a ’straight back’. Do not give in if you are sincerely convinced that an intended resolution is wrong.

The contrary also happens. Sometimes supervisory directors say no if they personally think it should be done different. And that is wrong. It is not about your personal opinion. It is about your opinion in light of the interest of the company. There are also supervisory directors who say no if the people who nominated them for appointment want them to. If that happens, from a corporate governance perspective a limit has been passed.

So being a supervisory director is tricky sometimes. It is not easy to do a good job. For you can also say yes too easily: approve an intended resolution of the board without continuing to ask questions critically enough, or agreeing because the rest of the group approves. Americans call this groupthink. In that case, people who are actually quite well-informed and capable agree with a resolution that they actually do not agree with in their heart of hearts. There are many theories on this subject. That people do not like to step outside the group by nature undoubtedly plays a role. Deep down, as a person you do not want to be a loner, but be accepted in the group. A supervisory director also must be able to be a loner. Be a team player and have a straight back. So also sometimes say no. In the interest of the company.

Do you have a question about corporate governance yourself? Please e-mail it to governance@ekvandoorne.com and perhaps your question will be discussed in the next blogpost.

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