What governance issue exists when a board chair dominates discussions and suppresses dissent?

• A. Lack of healthy governance process.
• B. Inadequate risk management.
• C. Conflict of interest.
• D. Poor strategic direction.

Answer: (A)

The situation describes a breakdown in how the board functions—the governance process itself. When the chair dominates discussions and silences dissent, the board fails to provide independent challenge, diverse perspectives, and robust scrutiny. Healthy governance relies on open dialogue, clear procedures for decision-making, and opportunities for all directors to speak up. Suppressing dissent undermines accountability, transparency, and the board’s ability to oversee management effectively, leading to decisions that may not reflect all risks or stakeholder interests.

The other issues aren’t the primary problem here. Risk management weakens when the board isn’t effectively challenging management, but the core issue is the lack of healthy governance processes. A conflict of interest involves personal or external interests influencing decisions, which isn’t described here. Poor strategic direction stems from the strategy development itself, not from suppressing discussion on the board.