In a previous article entitled “governance is good for you” I described effective governance and board functioning as being like a social contract – it describes how things work, who is responsible for what, and the policies and procedures necessary to make sure that everything does, in fact, work as intended.
Anyone who has spent time in the non-profit sector knows that sometimes things can go very wrong: - there can be conflicts inside an organization that are not dealt with, or strained relations between the board and the executive. Both situations make for difficult working conditions and negatively affect the organization’s ability to deliver on its mandate.
In this article I highlight some common problems and ways to deal with them – although the starting point must be that every situation is unique.
The Board Interferes in the work of the executive or even tries to run the organization
The Board is responsible for ensuring that the organisation is fulfilling its mission with an appropriate strategy and plan, that staff are well selected and supported, that resources are efficiently used for the agreed purposes and that legal, accounting and reporting obligations are being met. The board and its committees should receive detailed reports, scrutinize them, ask for more information and can decline to accept reports or approve the annual budget and plan although this should always go with guidance as to what improvements are needed.
However, problems arise when the board seeks to take over the role of the executive or issue instructions to staff members. This leads to tension, bickering and a very confusing situation for staff.
Avoiding this difficulty
Boards should have their eyes everywhere and their hands nowhere
Boards need a clear, short, and simple charter, defining the scope of their authority and responsibilities, including dispute resolution mechanisms, and when and how the board should step in if absolutely necessary.
CEOs and board chairpersons need to spend time agreeing on how to work together for the good of the organization.
Stakeholders served by the board should take the trouble to ensure an effectively functioning board.
The board is ill equipped for the task at hand
Sometimes boards just don’t have the right skill set or don’t meet often enough or can’t get a quorum. This can happen when the board is too large, directors have served for too long and either don’t have the interest or are no longer up to date on the kind of work being done.
Avoiding this difficulty
Boards should be carefully chosen with a diversity of skill sets. The board charter should include a succession policy that makes sure new expertise is brought on and long serving directors rotate off the board. Succession needs to be carefully planned so as to retain institutional memory. This allows for growth built on a sound foundation. It can be difficult or embarrassing to implement but is crucial for organizational renewal.
The board meetings are ineffective
There is nothing worse than sitting through a half day board meeting and not spending real time on the important issues, and not making the decisions that need to be made. It is not only time and money wasted, but also an impediment to effective decision making and can have a destructive effect on organizational functioning.
Problems can also arise when one person with a strong personality dominates discussion shutting out contributions from others.
This is usually down to a chairperson who allows discussion on each issue to go round and around, without steering towards a decision (that is properly recorded) and moving on to the next point. This poor management of the meeting is made worse by individual board members who insist on dealing with minor issues at great length so that you hardly get out of the minutes of the previous meeting before the time is up.
Avoiding this difficulty
Chairing a board is challenging, as is being an effective and constructive board member.Organizations should not shy away from ensuring training for the whole board and particularly the chairperson who must manage the process. A well drafted agenda that spells out key decisions and allocates times to particular sessions can help improve the flow of board meetings. And it can be necessary to have tough conversations with disruptors or pedants, and to be willing to terminate their membership if they won’t change.
For larger organizations it is appropriate that more detailed board work is delegated to subcommittees where issues can be thoroughly fleshed out, with recommendations brought to the full board for final decision. It is then important that the expert work at committee level should be trusted to the greatest extent possible, so that all the issues do not get rediscussed in detail at the full board meetings
Board evaluation and facilitation
The South African King Code of Corporate Governance recommends that boards should conduct a self-assessment every two years. If done properly, such an assessment can highlight the kinds of disfunctions I have described and many other issues that might be weighing down on the effective functioning of the board. It then becomes possible to develop strategies to rectify any weaknesses that need to be addressed and develop a plan to monitor progress.
Because self-reflection is tricky, and because there are many sensitivities in play, it’s a good idea to find a facilitator with a good understanding of both governance and NPO functioning to facilitate such an exercise, so that all can participate as equals in the process and jointly buy into the outcome.
As indicated in my previous article – boards can play a highly constructive and helpful role.
It is important to make sure that they actually do so.