Attention as Duty

Attention as Duty: Mindfulness and Boardroom Ethics

“This Article identifies the duty to concentrate as a heretofore unrecognised element of the fiduciary obligations of corporate directors. In the corporate boardroom, a wandering mind can be a fiduciary breach.”

— David Yosifon, Wandering Mind as Fiduciary Breach: Cognitive Duties of Corporate Directors

Boardroom decisions shape lives, communities, and markets. Every director knows the stakes of each meeting, yet few of us have time to acknowledge how easily subtle lapses in attention can erode the quality of governance. With mounting complexity, ethical scrutiny, and pressure to lead wisely, the simple act of paying attention has become one of the boardroom’s most powerful—and overlooked—duties. Recent legal scholarship reframes inattentiveness as a breach of fiduciary responsibility, inviting us to see focus and presence \ as central to ethical governance.

Mindfulness in the Boardroom: Attention, Deliberation, and Wise Governance

Amid escalating global change, regulatory shifts, and rising geopolitical and economic uncertainty, directors now face a rapidly growing and increasingly complex set of demands in today’s governance landscape

The pace and complexity of decision-making, the scrutiny from stakeholders, and the weight of ethical responsibility invite a sustained inquiry into how boards can fulfil their roles with diligence and wisdom. Central to this inquiry is the quality of attention brought to board deliberations.

Recent scholarship in law and organizational studies highlights a subtle but critical risk: the natural tendency of the mind to wander. Inattentiveness in the boardroom undermines not only the quality of decisions, but also the fundamental duty that directors owe to their organizations and stakeholders. Cognitive research shows that minds drift frequently, especially in repetitive or high-pressure settings. The consequences in governance are significant—missed signals, overlooked risks, and a compromised capacity for ethical judgment.

A legal analysis now frames inattention itself as a breach of fiduciary duty. This perspective aligns with our research, which examines how mindfulness can serve as an anchor for directors seeking to fulfil their responsibilities with presence, discernment, and care.

Mindfulness as Boardroom Practice

Mindfulness, as developed in the organizational literature and in my own work, refers to a disciplined and ongoing practice of paying attention—individually and collectively. It involves noticing habits of mind, suspending automatic judgments, and opening space for reflective inquiry. In the boardroom, this practice creates conditions for deeper listening, more thoughtful dialogue, and decisions grounded in both immediate realities and ethical concerns.

We have identified four orientations of mindfulness relevant to board leadership.

• Individual Mindfulness supports directors in maintaining focus, regulating emotions, and managing the inevitable pressures that arise in governance roles.
• Collective Mindfulness describes the board’s ability to engage in “heedful interrelating”—noticing emerging issues, challenging shared assumptions, and fostering psychological safety for robust discussion.
• Individual Wisdom refers to the director’s ongoing reflection on meaning, values, and the broader purpose of board service.
• Collective Wisdom emerges when boards align economic, social, and ecological priorities, building cultures of accountability and thoughtful collaboration.
  
  

Boardroom Benefits: What Changes with Mindful Attention

Research and practice consistently point to several outcomes when boards adopt mindfulness:

• Sharper attention and presence in meetings, reducing the likelihood of missing critical information.
• Better emotional regulation, which supports calm and clarity in the face of disagreement or uncertainty.
• Enhanced resilience, enabling boards to respond to disruption without losing sight of their purpose.
• Ethical discernment, as mindfulness introduces a pause between impulse and action, allowing directors to consider the full implications of decisions.
• Improved team dynamics, as collective mindfulness sustains open dialogue and trust.
• A foundation for organizational well-being, as mindful boards model the presence and care that ripple throughout the organization.

Practical Integration

Boards can incorporate mindfulness by consistently reflecting on their decision-making processes, intentionally pausing during meetings to evaluate assumptions, and demonstrating leadership through the example set by the chair and seasoned directors.

 Simple practices—such as beginning meetings with a moment of quiet focus, or inviting each director to share observations without interruption—support the development of mindful attention over time. For a list of simple, yet transformative  practices see our Mindful Decision-Making Checklist for Directors

The Wandering Mind: Case and Implications

The legal case addressing the “wandering mind” of directors illustrates the practical urgency of these insights. Even modest improvements in attention, sustained by regular mindfulness practice, accumulate to strengthen board effectiveness and ethical stewardship. Attention is not a given; it is cultivated. Boards that value this discipline are better equipped to meet their fiduciary and ethical responsibilities.

 A Practice of Deliberation

Mindfulness in the boardroom is a practice of returning, again and again, to what matters. This practice supports directors in meeting complexity with clarity and fulfilling their commitments to the organizations they serve. As the governance landscape continues to shift, the disciplined cultivation of attention will be a steady resource supporting the wise and responsible leadership we all strive to deliver.

References

Badham, R., & King, E. (2019). Mindfulness at work: A critical re-view. Organization, 28(4), 531–554. https://doi.org/10.1177/1350508419888897

King, E., & Haar, J. (2017). Mindfulness and job performance: A study of Australian leaders. Asia Pacific Journal of Human Resources, 55(3), 298–319. https://doi.org/10.1111/1744-7941.12147

Yosifon, D. (2021). Wandering mind as fiduciary breach: Cognitive duties of corporate directors. William & Mary Business Law Review, 13(2), 339–393.

King, E. (n.d.). Research – Dr Elizabeth King.  https://www.drlizking.com/research