When is it appropriate for a director to vote “no” ?

Some CRD board members were pained by the need to take a raise

Earlier this month, board members of the Capital Regional District voted in favour of giving themselves a raise.

The amount was determined by a provincial “median” of wages for other people in similar positions, and will be increased every three to five years, in order to keep employers competitive, and to retain staff.

While several board members protested the idea, pointing out systematic flaws which result in the rich getting richer, the recommendation for a raise passed with a majority vote.

Several directors mentioned how bad they felt about taking the extra cash because of such a significant increase, but conceded that as governors of the region, it was their solemn duty to follow policies that are already in place and therefore must – albeit, regrettably – take the raise.

Coincidentally, seven board directors didn’t feel compelled to express the same regret, and in fact voted against the recommendation.

This would suggest that a simple solution could be to vote ‘no’ if a policy seems unfavourable or unfair— after all, as governors of the region it is also part of the job to assess and adjust policies as they come forward.

The entire matter calls into question the real power behind a board director’s vote, and paints a blurred line about when it is appropriate for someone in a position of power to dissent the policies they are designated to judge.

To be fair, the legal proceedings that come with adjusting policies aren’t quick, nor easy, but this recommendation didn’t come as a surprise. The “exempt compensation policy” came into place in 2006, with reviews also following in 2011 and 2014, with the most recent pay raise set to 2.15 per cent.

The final question may well fall from what a director can do, down to whether they truly felt bad about the extra $7,000 on their paycheque.


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