This document can be freely downloaded, adapted and copied for use
by individual organisations in their board review procedures. It may
not be published or distributed electronically, or used for any purpose
without the publishers prior consent
Kermarquer, 56310 Melrand, France.
+33 (0)2 97 39 52 63. Fax:
+33 (0)97 39 57 59.
with purpose and fun
in governance conference
The Foundation For Good Governance
Newcastle upon Tyne 24 September 2004
going to start the conference with some storytelling tales from
the boardroom. First, though, a quote from one of my favourite books on
governance by a board of trustees is a relatively rare and unnatural act
presentation I intend to explore how it might be made a bit less rare
and also to talk a little about,
- How to
ensure board members enjoy their role.
- How to
retain board members.
- How to
respond to dissent and non-conformity among board members.
comment on ways of addressing the dilemmas posed in the second half of
my introductory quote,
governance by a board of trustees is a relatively rare and unnatural act
the tides of trusteeship carry boards in the wrong direction: from strategy
towards operation, from long-term challenges towards immediate concerns,
from collective action towards individual initiatives.
When preparing for this session I asked a dozen or so friends who
are trustees of voluntary organisations do you enjoy being
a board member?.
with a firm no but all hesitated before responding
and they all gave versions of a yes
followed by an often long list of why the role was not working out to
be a top quality experience (some of these were a bit of a shock as they
were people that I had persuaded to become trustees of a charity that
they told included one about a terrific board and senior management team
away-day that had generated lots of brilliant ideas, engendered great
enthusiasm for the cause and solidarity as a group, probably further
assisted by them having got mildly inebriated in the process. A year later,
when a similar event was proposed, the dust was blown off the action list
that had been produced at the end of the first event,
found that, for about 25 per cent of the action points, they couldnt
remember what they had meant or why they had come up with it.
- 50 per
cent nothing had been done.
- 15 per
cent had been done but hadnt worked or survived beyond the first
- 10 per
cent had been done but theyd forgotten that the proposals had
been decided on at the away-day the CEO had persuaded them that
they were his bright ideas.
example: a heated discussion at a board meeting general view that
the organisation was in a shambles and something fundamental must be done.
When they finally appeared, the minutes of the meeting were pretty anodyne
and made no direct reference to the discussion. When the board members
gathered together again, three months later, things had moved on and the
subject that had prompted all that heat had slipped off the agenda. There
was a sort of residual shared anxiety that something was wrong but since
the chair and CEO seemed to be OK, the situation was left alone
until the next time.
was the trustee who sent in an unusual expenses claim that included a
supply of headache pills and some back relief ointment. The latter was
for the post office employee who had to deliver the massive envelope containing
the board papers; the headache pills were for the trustee who needed treatment
after ploughing through the mountain of papers.
theres the terribly impressive board impressive on paper,
that is, in terms of the diversity and depth of skills and experience,
the individual reputations for creativity and original thinking. Yet,
in action as a board, hugely conservative and risk averse, deferring decisions,
dithering, dodging the tough points and spending inordinate amounts of
meeting time on issues of secondary importance or discussing their
holiday plans. Summed up in another quote from the book I quoted from
at the beginning,
high-powered, well-intentioned people engaged in low-level activities.
may all just be examples of badly chaired and rather dysfunctional organisations
but versions of them do seem to crop up enough to suggest there
may be more to it.
come back to that later but move on now leaving one general observation:
trusteeship (for most of us) is an occasional part of our lives
a small percentage of our time and energy is committed to it; it is hopefully
a passionate commitment but its a small slot in already busy timetables.
Its not surprising that full-time staff can sometimes forget that
theres likely to be a huge difference between their own levels of
preoccupation with their work and that of their trustees. Its a
critically important challenge to address,
- How to
ensure that the trustees have sufficient knowledge of the work for which
they are responsible so that they can pick up and put down that responsibility
effectively picking it up often at short notice and then putting
it down again without coming back to it for several weeks?
- How can
information be provided and involvement organised so that there can
be sufficient continuity of engagement and understanding for people
who cannot have the same depth of commitment as full-time staff?
- And how
to ensure that the response to the arrival of the post is enthusiastic
rather than despair at the prospect of the loss of another weekend to
reading the board papers?
that one positive response to these questions is to introduce some extra
training not for the trustees, useful though that may be. No, its
the training of the executive staff on how to work with non-executive
trustee board members that I think is too often left off the training
All those trustees that I approached said that they were trying to
recruit new trustees to join their boards it was clearly a recurring
preoccupation and discussion about it was taking up significant chunks
of trustee time, within and outside board meetings. Not just time
some had also spent considerable sums of money on trustee recruitment.
Its something of a mantra among charities that replacing trustees
is a formidably difficult task theres lots of advice and
guidance available, all manner of offers of consultant time etc, maybe
but a lot less time seems to be spent asking why the vacancy occurred
in the first place. That might be a more productive investment.
the trustee recruitment effort that was reported to me was unavoidable
it was to replace trustees whose periods of office had expired,
or who had moved out of the area. But the majority was not the
trustees had just stopped participating and had eventually resigned, usually
pleading insufficient time availability a plea that was usually
accepted without any sort of exit interview to see what had
finally prompted them to depart. If there had been, I would not be at
all surprised if the reasons were similar to those found in the only studies,
(2,3) I have come across into
why trustees quit,
their time, efforts, commitment and potential contributions were not
involvement had become a chore.
the incentive to turn out for a meeting on a wet November night was
there was insufficient personal return trusteeship was not enjoyable
and it was certainly not fun.
on why trustees quit described situations where,
ruled the board devotes all its time to a mishmash
of trivial matters, disconnected from each other and from the business
board egos at war; big differences about mission or ambition;
meetings going on and on well beyond the scheduled time.
to make decisions slow and inconclusive; or decisions changed
at a subsequent meeting because a strong personality missed the meeting
when the first decision was made.
board the work gets done outside the meeting between the CEO
and chair, or by an in-group of trustees; the board is expected
to be a rubber stamp and the powers that be are irritated
if their solutions are questioned.
communication (or excessive amounts of material with no distinctions
between important and minor); and the unintelligent use of IT (missing
out on a fantastic opportunity to change the whole nature and quality
of internal communications between staff and trustees and within a board).
frustration feeling excluded (that insider group again); sometimes
never having been adequately inducted so always struggling to get the
hang of the organisation, the environment within which it operates,
or the trustee role; contributions not valued; no form of appraisal,
or opportunities for individual feedback and, therefore, for
stuff? Maybe, but familiar? And all avoidable they can be addressed.
trustees participating actively, coming to meetings, however wet the night
and however tough the waters through which their charity is struggling?
I think its probably no less obvious stuff,
celebration of the cause, sharing evidence of the value of the work,
of the achievements of the organisation and its beneficiaries
attention to keeping an eye on outcomes and impact.
about what, how and why. The guidance material talks about mission,
values and strategies all correct but its all really
about simple clarity as to,
the organisation is trying to achieve and/or change.
steps its taking and the ways it is organised to achieve those
outcomes. I recall a new member of a board asking why a particular
committee existed and no one could tell her it just always
intellectual justification for both the what and the how.
- A board
that is kept well briefed and informed about whats going
on within the organisation and within the world it occupies is
a confident and engaged board, more likely to be effective and to stay
clear of micro-management; and to bring new members up to speed quickly
and positively. The use of a buddy system in one of the
boards of which I am a member has proved a particularly useful addition
to the standard induction.
- A politically
astute and canny board committed (and personally involved as
appropriate) to keeping the organisation well placed with key outside
players; sharply focused on reputation, but seeing risk as being about
missed opportunities as much as it is about avoiding disasters
being, therefore, risk alert not risk averse.
and perhaps above all,
(of both the executive and the board),
is clear about who does what, constructively respectful of each other
and skilled at ensuring all have their say and are valued for it.
consistently exploits the analytical and strategic competence and
role of the board an organisation may not be growing or expanding,
but it can still be one that thinks, debates, reviews that
asks what if questions.
is always looking for further development opportunities and ways of
enhancing what its doing maintenance of a successful
organisation does not mean that development stops. On the contrary,
if an organisation stops looking for opportunities for further development
and improvement, it will become stale and/or complacent; if that happens,
the creative trustees will probably pack their bags.
enables the product of the collective effort of the board to be greater
than just a summary of the individual members interests and
skills a board within which the whole is greater than the sum
of the parts, where 2+2=5.
that it is leadership of both the executive and the board. As one commentator
has put it, the chair and the CEO,
must learn to dance together’ and ‘…neither can
stray far from each other's gaze or proceed independently.’
so, the individual calibre of the board’s chair is crucial; another
quality of its leadership can make or break a board. Good governance
requires sound leadership and is inhibited by weak leadership. Although
an excellent board chair does not guarantee superior governance, a
poor or inadequate one nearly always thwarts it.’ (5)
A test of
an organisation, which is functioning well at both staff and board levels,
would be if all senior staff and every trustee could, with equal confidence
and clarity, describe their respective responsibilities and the processes
through which those responsibilities are exercised. If they cant,
then I suggest their individual performances could be improved by ensuring
that they can.
How to respond to dissent, to non-conformity. At a recent meeting,
I was asked if I had any thoughts on how to deal with someone described
as the trustee from hell someone who seemed always
to be challenging the consensus. When pressed, the problem was acknowledged
to be more about dealing with well-meant maverick behaviour rather than
is not the same as disloyalty and the challenge of the non-conformist
and of deliberate resistance to corporate group-think may
be critical qualities to encourage within a board. A couple more quotes
to reinforce this point (and an unexpected opportunity to bring the management
of Enron into a conference about voluntary sector governance),
are important lessons from Enron for any board. The three most important
lessons focus on making sure a trustee truly understands the financial
condition of the institution; is not hesitant to ask tough, probing questions;
and is willing to challenge management when something does not make sense.
Many boards operate in such a collegial, consensus-driven manner
that individuals are uncomfortable challenging management or questioning
inconsistencies or the quality of information they receive. (6)
need a director on the board who will be a pleasant irritant, someone
who will force people to think a little differently. Thats what
a good board does. (7)
the notion of the pleasant irritant, I recall way back in
the seventies, when I was organising some training courses for NACRO for
whom I then worked, a speaker saying that the really skilled manager knew
when it was time to throw a few bits of grit into a smoothly running machine
I have a sometimes tedious (for me and for those with whom I work)
tendency to think in terms of lists and tables. To finish this aperitif
to the conference, heres a table in which I try to sum up what I
think are four keys to ensuring that an individual trustee not only stays
on the board but contributes effectively and fully to its work. First,
the personal ensure that each trustee is effectively:
also make sure that in parallel the organisation gets its
act together to foster and support the individual and collective effectiveness
of its board members to perform well by ensuring that the following are
of a high quality:
- to be effectively:
a high quality of:
clear about who does what
not just maintenance
lot right and I reckon you can be confident that board members will work
with purpose and enjoy their efforts.
Richard Chait, Thomas Holland & Barbara
Taylor, Improving the Performance of Governing Boards, American Council
on Education 1996.
2 Sue Douthwaite, Why Charity Trustees Exit their Boards, Kingston
3 Dorothy Dalton, The recruitment and retention of trustees:
a perspective from the voluntary sector, Bircham Dyson Bell 2002.
4 Richard Chait, Thomas Holland & Barbara Taylor,
Improving the Performance of Governing Boards, American Council on Education
5 J E Orlikoff, ‘A board as good as its chair’,
Trusteeship, 2000 8(4).
6 Charles M. Elson, ‘Emerging Trends in Corporate
Governance’, Corporate Board Member, 2003 Academic Council Supplement.
7 Victoria J. Herget, ‘Effective Boards Are More
Than the Sum of Their Parts’, Trusteeship, Nov/Dec 2002.