Resolutions adopted by the board of an organisation are aimed at action. Directors must do the work. Not the supervisory directors. Resolutions of the supervisory board are usually not action oriented. Supervisory directors are informed. They are presented with intentions to act. Supervisory board resolutions are, therefore, often aimed at approval. That does not appear to be very difficult. Nevertheless, things tend to go wrong. Seven examples.
- 1. Delaying resolutions
Supervisory boards sometimes experience difficulty in adopting resolutions quickly. It is believed that everyone should be in agreement. If this is not possible then the resolution is often postponed until the next meeting. This is extremely inconvenient for the executive board. It causes unnecessary and sometimes costly delays. Solution: if there is a (large) majority, just adopt the resolution. Do not postpone.
- 2. Unclear resolutions
First, there are endless discussions and finally it seems that some form of agreement has been reached. They then move on to the next item on the agenda without the chair clearly summarising what the resolution entails. The minutes are then used at the next meeting for endless deliberations about this again. Solution: Always formulate a short and clear resolution before proceeding to the next item on the agenda.
- 3. Resolutions beyond the agenda
It regularly happens that supervisory directors do not follow the agenda in their decision-making. All kinds of discussions arise as a result of the minutes. Because of these discussions, additional or different resolutions are then adopted. The importance of a clear agenda, which has been distributed well in advance and in respect of which the members were able to prepare themselves, is precisely that the decision-making process is carried out diligently. Solution: follow the agenda and only resolve on items that are not on the agenda in exceptional instances. Do not spend time on the minutes. They should be sent out beforehand and anyone who has something to say about them should communicate this beforehand by email.
- 4. Pushed through resolutions
Quite a few supervisory boards have a chair who overestimates themselves and/or their role. The chair has already determined in advance how the board should resolve. They formulate their own requirements as a joint resolution. Solution: the board must consist of people who are powerful enough to bring about an open debate and genuine joint decision-making. Throw out authoritarian chairs.
- 5. Uninformed resolutions
Supervisory directors regularly come to meetings insufficiently prepared or not prepared at all. They do not take the time to read the documents and think about the items on the agenda beforehand. This leads to unnecessary discussions and delays during the meeting itself, and also to uninformed decision-making. Solution: give supervisory directors who are regularly ill-prepared a negative evaluation. In case of recurrence: throw them out.
- 6. Invalid resolutions
Many supervisory directors have hardly any knowledge of the contents of the articles of association and regulations of their organisation. As a result, quite often resolutions are adopted that are in direct conflict with the articles of association. These resolutions are null and void by law. If this kind of invalid resolution is, nevertheless, implemented then this can lead to all kinds of unpleasant and costly consequences. Solution: ensure that all supervisory directors understand the structure and regulations of the organisation.
- 7. Leaked resolutions
Resolutions of the supervisory board are in principle confidential, unless there is joint agreement that they may be shared with third parties. What is discussed and resolved in the supervisory board remains within the organisation. It is a mortal sin if a member of the supervisory board secretly provides information to third parties (‘leaks’) about the decision-making process. Solution: include the obligation to observe confidentiality in an agreement for the provision of services. Anyone who acts in violation of the confidentiality is out.
Finally: adopt a resolution on these solutions.