Is your board driving you forward (or into the ground)?

By Linda Wood Edwards

Do you ever mutter obscenities into your pillow at night after a board meeting? Does someone on the Board make your life difficult? Or is it the whole Board? Or is it…you?

If you’ve ever served on a board, you probably understand the importance of organizational performance and the need for a competent and effective CEO. But did you know that the board’s performance also needs to be evaluated? Most directors can read enough of a financial statement to have a sense of organizational performance (e.g., is the number at the bottom positive or negative and why?). Most directors also know that the CEO needs feedback to do a good job (although what kind of feedback isn’t always as obvious). But most directors are lousy at assessing their own performance. In fact, many don’t even understand why they would assess themselves. Here’s a handy rule of thumb: Whenever something bothers you about someone else, hold up the mirror and ask yourself (honestly) if you’re guilty of it, too. Ouch.

Recently the governance world lost a pioneer in the area of church governance, Les Stahlke. You may be surprised to know that many aspects of church governance are completely transferrable to non-profit governance and corporate governance. In his 2006 book, Governance Matters, Stahlke outlined the Seven Deadly Sins of Organizations. These sins all happen at the leadership level and then ooze down into the rest of the enterprise (i.e., organizational culture). If leadership is governance and governance is leadership, then we should take a closer look at these. Note, as Stahlke did, that sins 1 and 3 through 7 are based on apathy (i.e., a laissez faire approach) and 2 in an authoritarian approach. Neither of those approaches is good from a leadership standpoint.

1. Weak Governance, Leadership, and Management: Authority flow is not defined or understood clearly. Performance is not monitored or measured. Staff and volunteers are frustrated by a lack of clarity. Good people leave and are not missed.

2. Abusive Leadership and Management: Management becomes overconfident. Manipulation is common. People are abused, discouraged, unfulfilled. Service delivery suffers. Culture is changed.

3. Vague Strategic Direction: The future is based on what we’ve always done. Strategic direction is assumed by the CEO instead of being led by the board. Unfocused service delivery means inefficient use of resources.

4. Unclear Roles and Responsibilities: Who has authority for what is unclear. Assumptions differ. Duplication of effort and gaps are common. Relationships break.

5. Unclear Expectations: Expectations are assumed but not expressed. People have no way of knowing if they succeeded. 

6. Square Pegs, Round Holes: Warm bodies are accepted instead of matching skills to positions. Work is unfinished. People who want to help are demoralized.

7. Lack of Accountability: Poor performance and bad behaviour are tolerated, treated with understanding, and overlooked. Annual board performance appraisals are rare or non-existent. 

Do any of these feel familiar to you? I’ve experienced each of them and each provides its own unique misery. So, what do we do? At the risk of sounding trite, the way to overcome the sins is to do the opposite things to what the problems are! Don’t make it harder than it needs to be. Just flip the script. Specifically, we need to:

• define how authority flows in the organization

• document our decisions

• establish goals, monitor performance, and measure results

• govern based on planning instead of feeling

• test our assumptions 

• treat people well

• express (don’t assume) expectations 

• match individual competencies with organizational needs, AND

• do not tolerate poor performance.

These truly are leadership-level activities that should be checked in on.

How do we get started with a board assessment? Typical board assessment questions relate to: 

• involvement (attendance, preparation, and participation),

• interpersonal wherewithal (did I play well with others?), 

• fulfillment of commitments (did I do what I said I was going to do?),

• process (did the board operate efficiently and effectively as a unit?)

• organization astuteness (am I truly aware of what is going on here?),

• exercise of judgment (did I always put the needs of the organization first?), and 

• dealing with dysfunction (you better believe there will be some). 

The best board assessments don’t just ask for opinions, they actually measure the impact of the board’s leadership on the organization. Good questions should mirror the strategic plan and show us how and to what extent the board helped (or didn’t help) the organization accomplish the things it declared as important. We should also ask if, from a behavioural perspective, your board code of conduct has been followed. If there were breaches, was the code of conduct enforced?

There are many free board assessment templates available for you to try, and there are just as many ways to implement them, from no-cost (self-assessment) to big bucks (third party development, delivery, and analysis). If you’re just starting out, go ahead and try a board self-assessment that individual board members fill out. Yes, this requires some self-awareness – a belief that directors can accurately assess their own strengths and weaknesses and manage them successfully. Expect 100 per cent participation from the board. 

Let the CEO summarize the findings and report back to the board. Allow plenty of time for the board to discuss and plan to remedy and move forward. Really listen to what was learned. Did directors serve the organization as a whole (versus a particular constituency)? Did directors disclose real and potential conflicts of interest? Did directors exercise prudence with organizational resources? Did the board provide assistance with fundraising? Did directors behave appropriately in meetings? Were directors effective advocates or ambassadors of the organization? Ultimately, did the board help move the dial on organizational priorities?

Keep going, you’re starting to get the picture now! One caution: if all your results lead you to believe that your board walks on water, you need to find another appraisal instrument.

Now that you are focused on board performance and impact, pay attention to how things are going in the organization and at the board table. Don’t wait until the annual board appraisal to bring them up. Call for corrective action at the first opportunity, as follows:

1. Raise the flag

2. Diagnose (assess the problem and determine the cause)

3. Consider and establish an alternative desired state

4. Gap analysis (compare diagnosis to the desired state)

5. Plan for moving forward

View everything, even conflict, as a learning and growth opportunity for the board. 

In my 2008 book, Exceptional Board Members, Exceptional Boards, I combed the research, trying to tease out what it takes to be a good director. The traits that most aligned with my experience were shared by Susan Berresford of the Ford Foundation:

1. Good board Chairs consider themselves a partner of the CEO (as opposed to having a hierarchical relationship). If the Chair has confidence in the CEO, then the Chair’s job is to support the CEO. If the Chair lacks confidence, the organization probably needs a new CEO. Put your energy into the organization’s mission rather than high-maintenance personalities.

2. Good board members are good listeners. They are interested in each other’s views and in building consensus. They do not dominate. They are patient with each other’s viewpoints and ensure that aggressive behaviours or styles don’t result in limiting healthy debate.

3. Good board members understand the balance between giving the CEO ample room to manage with independence and ensuring that ethical standards are met. Do not micro-manage or second-guess, but at the same time hold your CEO to the same standards as the board. 

4. Good trustees ask ‘naïve’ questions that others want to ask but may shy away from. Some directors hold back because they don’t want to be seen as uninformed or to be the one slowing things down. (Note: This is different from simply not reading the materials you were provided). Have faith in your common sense and instincts. If it’s bugging you, ask. By example, you may influence others to follow suit.

5. Good board members are ambassadors for their organizations and understand the responsibility that comes with that role. You have many opportunities to talk to your friends and contacts about the organization. Use them but keep the organization’s internal operating challenges and problems to yourself!

6. Good board members are energetic in learning about and helping the organization. They take genuine pleasure in board responsibilities. Their fresh insights and their enthusiasm inspire and renew the energy and determination of others. After some time, getting tired or bored is normal. It may be time to move on (assuming there is not an internal board or staff problem that is causing the discontent).

A board driving the right direction

• Avoid the seven deadly sins.

• Conduct a (meaningful) board appraisal annually and measure impact.

• Ask good questions, listen to the answers.

• Address problems immediately and honestly.

• Always return discussion to your ‘desired state’ and then make plans that will move you forward.

• Compare results over time.

• Treat your CEO as a valued partner.

– Be a proud and willing ambassador of your organization.

When in doubt, it’s always a good idea to follow the golden rule and treat other directors and staff the way you would like to be treated. If you start there, you are more likely to stay on the right road and avoid potholes. 

Linda Wood Edwards, owner of LUE-42 Enterprises, is a Certified Association Executive and a Fellow of the Chartered Governance Institute of Canada (CGIC). She holds a Bachelor of Administration degree, a certificate in human resources management, and the Accredited Director designation. Linda consults on board governance to organizations across Canada, serving as Corporate Secretary to several. She is CGIC’s Chief Examiner for Corporate Governance and a facilitator in the Directors Education and Accreditation Program.