Management

Who Has a Voice, and Who Has a Vote?

In the early days of startup life, decision-making tends to feel straightforward. That might seem counterintuitive — after all, the younger the company, the less data you have, the more options exist, and the harder it should be to narrow down priorities. But in my experience, it’s not the volume of ideas or the quality of data that makes decision-making easier or harder. It’s the number of people involved.

Early on, a startup might have just a handful of people, all focused on the same things: getting the first product into the market, winning the first customers, engaging the first users. The shared knowledge across such a small team means that little time is wasted on understanding the context, debating alternatives, or entertaining contrarian viewpoints just for the sake of it. Alignment happens naturally.

As a company scales, so does the complexity of decision-making. Data is filtered up, down, and sideways. More people want to be part of the discussion, sometimes for reasons unrelated to improving the quality of the decision-making. Even in healthy cultures, more people means more egos, more partial understandings, and more rounds of Telephone, putting data quality at risk. There’s no shortage of frameworks to manage accountability and decision-making. While structured approaches have their place, I find that many bottlenecks stem from a more fundamental issue: a lack of clarity around who has a voice and who has a vote.

The Boardroom Dilemma

Consider this scenario: You’re the CEO of a company. You’ve aligned with your board on a financial plan for the year — a revenue target to hit, a gross margin to aim for, a cash-burn threshold to manage, and a profit goal to achieve. The high-level strategy is set, but the board wants a deeper review of the tactical execution. In other words, what specifically are we going to do to deliver what we promised shareholders? You present your plan. The board has opinions. They agree with some aspects and push back on others. They voice their dissent clearly and strongly.

What do you do? 

If you feel stuck, my guess is that it’s because you’re not sure whether the board has a voice or a vote.

I’m not here to answer that question for you, but I will say this: When decision-making feels like an organizational bottleneck, it’s often because this distinction has not been made explicit. When roles in the decision-making process are unclear, inefficiencies, frustration, and even dysfunction follow.

Clarifying Roles Before the Debate

Let’s revisit that scenario.

You’re the CEO of a company. You and the board agree on strategy and desired financial targets — revenue, gross margin, cash burn, and profitability. The high-level strategy is set, but the board wants a deeper understanding of the tactical execution. 

You share with the board that you are open to walking them through the detailed plans, even bringing in individual executives to represent their work. But then you make a clear ask.

Is this a discussion or a decision?

Is the board requesting to vote on these plans — because that would seem inconsistent with their mandate — or does the board simply want to be well informed because they’re smart and experienced, and they might have a nugget or two of value that the management team can take or leave as they see fit? As CEO, you would like a clear agreement on the purpose of this extra review.

You are a fortunate CEO who has a healthy board of directors. The purpose of the extra review is partly to educate the board and partly to give them an opportunity to contribute value. They reiterate that their role is one of governance and strategic input. But ultimately, their job is to either support you or fire you. All tactical discretion is in your hands.

Ask the Question

If you’ve recently been in a high-stakes meeting where a well-intentioned but heated exchange ended with people looking around, wondering what the next step is, it might not have been a lack of ideas or alignment that caused the impasse. It may simply have been that no one clarified:


Who has a voice, and who has a vote?