No vote, but still responsible?

Does someone need a vote to have a real stake in governance?

The question gained fresh prominence in June when the Government announced plans to restrict voting on council committees to elected members. Under the proposed changes, councils would still be able to appoint people for their professional expertise or to represent communities, but those appointees would not vote or count towards a quorum. Statutory committees and appointments, including those agreed as part of Treaty settlements, would be excluded.

Many councils appoint independent members, often including independent chairs of audit and risk committees, while external expertise is also used on commercial and other specialist committees. These appointments are intended to bring skills, experience and independent judgement that may not otherwise be available around the council table.  

The Government’s case, on the other hand, is democratic accountability: elected members answer directly to voters; appointed members do not. That is a legitimate public-sector concern, but it opens a much broader conversation.

People are appointed to boards and committees in a range of independent, advisory and observer roles across companies, trusts, membership bodies, public sector organisations and the not-for-profit sector. Some vote. Some do not.

A vote is an important marker of formal power. It is not a complete picture of influence or accountability. 

A stake in the decision

Where independent members participate fully in a board or committee’s work, the question becomes whether they should also have a formal stake in the outcome.

They may receive the same papers as other members, question management, test assumptions, assess the quality of assurance, contribute to deliberations and help inform the conclusion. Some will chair the board or committee. Others may serve as the sole independent or appointed member, or as one of several.

Where someone participates fully in that collective work, a vote can provide a genuine stake in the outcome. It gives the member a formal means of supporting or opposing the conclusion, makes their judgement visible and places them alongside the other members who share responsibility for the board or committee’s recommendation or decision.

Effective governing bodies usually seek consensus, so a formal vote may rarely be decisive. That does not make voting rights unimportant. The ability to vote reinforces that the independent member is not merely supplying advice for others to accept or reject.

A non-voting arrangement raises difficult questions.

Can someone be expected to carry the professional and reputational responsibility of board or committee membership without having the same formal ability to express agreement or dissent? Is the organisation asking for independent judgement but reserving ownership of the conclusion to others? If a non-voting member is expected to contribute fully to the committee’s judgement, should they also have a formal say in the outcome?

There may be sound constitutional, democratic or membership-based reasons to reserve votes for particular people, but the governance consequences should be addressed rather than assumed away.

No vote can be the right design

Not every non-voting participant is a disenfranchised governor.

Future Directors, for example, are intentionally placed outside formal board decision-making. They attend as non-voting observers to gain experience of board practice. They can contribute to board discussions, but do not vote or form part of the quorum and cannot take part in formal decision-making.

Advisory boards are also deliberately different from governing boards. Their members may provide strategic challenge, specialist knowledge, networks and an external perspective, but they do not make binding decisions or govern the organisation.

That can be highly valuable. Where an advisor moves beyond advice and begins directing how a board acts, questions can arise about whether they may be treated in law as a shadow director. What matters is whether the board continues to exercise its own judgement, or whether it is required or accustomed to act in accordance with the advisor’s directions or instructions. A person may therefore have no formal vote yet still attract director-level accountability because of the influence they exercise.

Responsibility without a vote

The Incorporated Societies Act 2022 provides a clear example of why voting rights and responsibility do not always align.

For a society registered under the Act, the committee is its governing body. Its members are officers and carry the statutory duties that come with that role. Societies may include independent people on their committees, although the Act generally requires a majority of committee members to be society members or representatives of body-corporate members.

A committee member’s voting rights are determined by the society’s constitution, within the requirements of the Act. Not having a vote does not, by itself, put a committee member outside the governing body. A non-voting committee member remains an officer and carries the statutory duties associated with that role.

That is materially different from a Future Director or genuine advisor, who may contribute to discussion but remains outside the governing body’s formal decision-making.

The distinction exposes the weakness in treating voting rights alone as a proxy for responsibility. 

Align the role, rights and responsibility

The issue is not whether every person contributing around a board or committee table should vote. It is whether their formal rights, practical influence and accountability align.

Boards and committees should be explicit about the role each person is expected to perform. The constitution, terms of reference, appointment letter and meeting practice should tell the same story. A person should not be expected to carry the responsibilities of governance without sufficient authority, nor exercise substantial authority without clear accountability.

Voting rights should reflect the substance of the role, not habit, convenience or an imprecise label. Where a person is genuinely part of collective governance, the basis for denying them a vote should be clear. Where they are genuinely an advisor or observer, the boundaries around influence and decision-making should remain clear.

The key question is what the absence of a vote is intended to mean: that the person sits outside the governing decision or that they participate in governance without an equal formal say in the outcome.

The recent council announcement makes the issue visible. It does not define it.

The show of hands tells us who had the formal vote. Good governance requires us to look just as closely at who shaped the decision, who owned it and who will ultimately be accountable for it.