This month’s issue of Directorship (the publication of  National Association of Corporate Directors) discusses the necessity of having a “tenth man” in the board room when discussing complex matters with substantial risk wherein the board promptly has granted approval.

Boards are admonished the have a person with the obligation (after such approval) to challenge the result.  Not to be argumentative, the task is to inquire if the board has asked the right questions in reaching such decision.  Such approach is said to keep the conversation civil and not adversarial, inducing discussion of assumptions, risks not discussed, impact of failure, risk of oversimplification.

Lest one person become seen as an annoyance and not a team player, it is recommended that the chair rotate the role, so it is understood as an analytical tool and not the encouragement of a person who relishes conflict.

Unanswered is the metric for determining that a decision had been reached too quickly without full analysis.  This seems to me a subjective game-time call.  The board chair in this scenario needs quickly to exercise judgment as to speed of decision, question of whether alternatives were considered, and perhaps most importantly whether (since every idea has the risk of failure) a wrong decision would be “too expensive” in terms of P&L or the closing down of alternative approaches.

While not one to argue with the NACD (particularly being advisory to the New England Chapter), I did get a chuckle out of a passing comment in the same article: “Consider a board discussion on adopting agentic artificial intelligence where alignment around a well-reasoned functional recommendation from a director came quickly.”  Seems AI now is welcome in board deliberations?  The idea has facial logic, I suppose.

And finally, why am I offended by the invented worded “agentic”?  I guess progress carries its own nomenclature….