For context, the organisation concerned is a statutory body whose meetings must be held in public. At the time of the meeting, the organisation was shortly to begin its triennial election process. Most board members, including the abstainer, were standing for re-election. Attending the decision-making meeting were many stakeholders (potential voters) interested in the outcome of the vote. The proposal was unpopular with many of them. Our caller was angry that the abstainer, having been a critical driver in the policy change, apparently lacked the courage to support it in front of opponents, choosing instead to ‘sit on the fence’.  

Our caller preferred that the right to abstain be severely constrained to prevent this kind of scenario from arising again. To further support his case, he described how one of the board members who was not seeking re-election had been a serial abstainer during his tenure. Neither of the abstainers had ever offered satisfactory explanations for their decision to follow that course. 

So, let’s examine some of the issues involved. There are both pros and cons. 

In favour of the right to abstain 

There are circumstances when abstention could be the right choice for an individual board member and benefit the board as well. The two most obvious situations are: 

1. to avoid a conflict of interest. There are times when a board member should distance themselves from a vote when they have a financial or other personal interest that could raise issues of possible bias. If other measures have not been adopted to manage the conflict (eg, physical exclusion from board discussion), the member’s abstention would help maintain the integrity of the board’s decision-making process. This reason should be noted, accordingly, in the meeting record. 
   
   
2. to promote better decision-making. Exercising the right to abstain allows a board member to signal that they need more time to gather information or consider the implications of a proposal. A board member may also wish to signal concern about how a meeting has been conducted. As long as the reason for abstention is well signalled and explained (as should generally be the case for any abstention), this can put a brake on what might be an unnecessarily hasty and weakly based decision. 
   
   

   Other reasons have also been put forward for exercising the right to abstain. For example: 

3. to express neutrality. Abstention can indicate that a board member neither supports nor opposes a proposal. When the board is split, and the potential abstainer is indifferent to the outcome of the decision, this avoids an arbitrary ‘for or against’ vote that is certain to upset one side or the other. 
   
   
4. to reserve a position. Abstaining may preserve a board member’s ability to influence future discussions without alienating other members. Similar in some respects to the neutrality argument, it allows for the option of engaging in future dialogue and an ultimate decision without taking a definitive stance at an intermediate point in the process. 

Against the right to abstain 

As our caller’s example illustrated, there may be occasions when exercising the right to abstain may appear somewhat dubious. In the interests of good governance and positive board dynamics, there is a range of reasons why directors should not too frequently invoke the practice. For example: 

1. the risk of weakening of influence and contribution. Abstention can leave fellow board members and other interested parties wondering what an abstainer thinks, inviting less than admirable assumptions about their motives. In abstaining, a board member may miss the opportunity to express their opinion and influence important matters. Without adequate explanation, the abstainer’s lack of input is an immediate opportunity cost for the board. For an individual, it can weaken colleagues’ confidence in them, making it harder to advocate for their views in the future. 
   
   
2. a reluctance to share accountability. One of the most basic elements in corporate governance is the exercise of collective accountability. Therefore, an apparent reluctance to contribute and commit to important decisions signals a possible intention to stand aside from the board’s shared accountability for the consequences of unavoidable bets on an uncertain future. Generally, a director who is concerned with a proposal or how it has been arrived at should vote against it rather than abstaining. 
   
   
3. undermining confidence in the board. Frequent abstentions can lead to uncertainty and a loss of confidence in a board’s decision-making process. Having members who regularly abstain invites perceptions of indecision and/or a lack of engagement among board members. This is likely to weaken management and external stakeholder trust and confidence.  
   
   
4. compromising the condition for decision-making. Suppose enough members abstain or cannot vote. While an abstention does not usually compromise a director’s inclusion in the quorum count, specific voting thresholds may apply (eg, certain decisions requiring a supermajority). 

Board members must present their opinions and actively engage in board discussions, as diverse perspectives set the stage for sound decision-making. As can be seen, however, a decision to exercise the option to abstain in boardroom votes is not something to be taken lightly. It can be a highly nuanced choice with both advantages and disadvantages.  

While it can protect individual interests and promote thoughtful decision-making, it can also lead to ambiguity, perceptions of indecision and loss of trust. Board members should, therefore, carefully weigh a decision to abstain to ensure this action aligns with the organisation’s best interests, their fiduciary duties, and the maintenance of their professional reputation.