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Reflection on Episode 15: Board Orientations, Meeting Packages and Governance in the News

We have very big, very exciting news! We’ve been informed that the Governance Guys is the 41st top-rated management podcast in Japan! With your continued support, we look forward to continually climbing the ranks.

We discussed a local news story that touches on governing in the pandemic, managing reputation, and conflict between a Board and CEO. An important observation is that sometimes board will have one hand tied behind their back when managing reputation. When legal proceedings are involved or where ethical considerations require the organization to protect employee or beneficiary privacy, the board will be limited in its ability to make sure its version of a story is heard. Sometimes reputational perception will be unfair. Board members need to have the tough skin to deal with this reality. To feel more comfortable making tough decisions, board members should make sure they have channels to hear different perspectives on organizational values, priorities, and strategies. As outsiders hearing these stories, we should recognize we likely are not hearing the whole story and show empathy to imperfect people trying to run complex organizations.

On board orientation, we recommend orientation for all new board members with an open invitation to returning board members. Inviting returning board members offers an opportunity to refresh their understanding of their role, but also allows an opportunity for creating shared understandings. New board members should connect with more experienced board members in a mentoring relationship and regular board development sessions should happen throughout the year. We’ll continue the conversation on board development in our next episode.

Andrew and I also discussed what we like to see in a board meeting package. I tried writing out a list of everything we mentioned. When I saw it, it occurred to me that we are demanding guys. Those high expectations though reflect a belief that good process can influence good decisions for the organizations we care about. Those high expectations also demonstrate that much is expected of those entrusted to oversee and manage organizations that have the potential to make important contributions to our communities. Listen to episode 15 to hear more.

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Reflection on Episode 14: The importance of understanding your Board’s governance model

After a long hiatus, we’re back! Our guest this week was Marion Thomson Howell, President of Shaugnessy Howell and Executive-in-residence at Capacity Canada. With extensive experience serving on a variety of boards, Marion shared her expertise on different board models.

Personally, this was one of my favourite episodes. Marion clearly explains each model and the benefits and risks of each. We hope this episode will prompt anyone serving on a board to think about which model currently fits their board and which board model would best serve their organization.

Marion outlines four models of boards:

Working boards are volunteer-driven community organizations with no staff.

Traditional boards have staff but there is limited role clarity around the separate roles of the board and staff.

Policy boards clearly define the role of the board and CEO as well as expectations and key processes through policy. Policies are monitored to ensure compliance with expectations.

Results-based boards are more outcomes-focused. These boards receive regular reports on progress towards board defined goals and may be less prescriptive in defining processes that must be followed to accomplish the goals.

These models make it easy for us to compare different types of boards and to make some generalizations, but it is important to remember boards may combine some characteristics of different models and that boards are constantly changing.  

Further, a board may evolve between models. For example, a working board may become a more traditional board once it develops the resources to hire staff. Factors such as board composition and environmental pressures may prompt these changes.

Boards are not always consistent. One challenge may prompt a board to take a more results-based approach, but another might prompt a board to temporarily shift to a traditional model. Different projects may require different tools.

These models can also be aspirational. A traditional board may want to improve their risk management so will work towards the policy model. I tend to see these models as a progression, with a hybrid of the policy and results-based board as the ideal.

These certainly are not the only theories of governance or board models. There are different ways to explain and predict board behaviour, but Marion has provided us with a clear foundation for board members to understand their board’s work.

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Reflection on Episode 11: Values at work with Dr. David Malloy

On Episode 11 our guest was Dr. David Malloy, Principal of King’s University College. Dave helped us understand what values are and how they can be put to work in organizations. Values-based leadership isn’t easy but boards shouldn’t shy away from it. Here’s what Dave had to say partway through our conversation:

Making decisions based on numbers is so damn easy. You know, the bottom line, there it is, let’s move on. Or making decisions based on policy, it follows policy, or it doesn’t. It follows procedures or it doesn’t. That’s the easiest form of decision-making. A favourite author of mine Christopher Hodgkinson calls those decisions “reducing to managerialism”. That’s so easy. The difficult decisions and the decisions that are leadership decisions are ones that are value based, because you’re going beyond policy, you’re going beyond the numbers to make a morally consistent choice. Those are more difficult decisions because they are a bit more amorphous than a number. I think that’s where leadership lives. That’s not where managerialism lives. That’s where leadership lives, at the realm of values. It’s hard.

So what did we learn? Dave gave us some practical steps on how boards can put values into action.

First, recognize your limitations. Boards may not be best positioned to identify an organization’s values but rather should initiate these conversations and listen to their employees and those they serve to identify values.

Second, for new leaders or board members entering an organization, observe artifacts and rituals to help understand what an organization values.

Third, recruit board members who have the same values as the organization and include values education in board training. We all have a general sense of what values are, but some training can help us develop a vocabulary for discussing how we put values into action.

Finally, use values as a screen for decision making. When your board faces a dilemma, identify your options, then identify how each option fits with the organization’s values. Keep those values front and centre so that members of the organization and community can hold each other accountable for practicing those values.

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Reflection on Episode 10: The importance of good questions

When I lead board orientations, I always try to take myself back to when I first joined a board. As a new Board member, I didn’t understand much about the role of the board, how the group functioned or much about how the organization worked. Sometimes my lack of experience and knowledge left me sitting there with little to say. Or if I did have something to say, sometimes I would worry that my comment or question would be off base and I might embarrass myself. Board members I serve with now sometimes look at me skeptically when I tell them of my first year of near total silence. Although these feelings are natural, if you’re going to serve as a board director, you need to contribute something, you need so say something, you can’t just sit there in silence. You would just be taking up valuable space from someone else who could contribute something. A great starting point for any Board member to contribute to the work of the Board is to always be prepared to ask good questions.

I developed a list of ten questions I believe its always okay for board members to ask. I give this list to board members and ask them to put it on the outside cover of their governance binder so that they always have it handy to refer to during meetings if they feel they have nothing to say. On the board I chair, I encourage board members to “get their stick on the ice” by making sure they speak at least once each meeting.

When Andrew and I discussed doing an episode on my ten questions, we came up with a better idea. Why don’t we take advantage of the expertise of our guests and ask them what questions they think are always okay for board members to ask? I’m glad we took this approach because our experts suggested some questions I hadn’t thought of. I won’t spoil the episode by reflecting on their questions now, but we encourage you to check out this, our tenth episode, for a revisit with some of our guests for their insights on questions.

We have a lot more to say about the value of questions in board meetings, but too much for this short blog. If we hear you liked this episode, we’ll do another one in the future and will include more discussion on the value of questions in this space.

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Reflection on Episode 8 with “Governance Doctor/Queen” Cathy Brothers

This week Cathy Brothers, CEO of Capacity Canada joined us. Cathy works to increase the impact of Canadian non-profits. We jokingly call her the governance doctor because she works with so many organizations, she has a pretty good idea of what makes boards healthy and what ails them. (Her other nickname, earned in her many years of assisting boards, is the “governance queen”. ) We were fortunate she was able and willing to sit down with us.

So, what did we learn?

Importance of Role Clarity
In previous podcasts, we’ve identified role clarity as a principle of good governance. Cathy says that some questions of governance and role clarity “may seem intellectual” but they have critical implications. Role clarity helps a board recruit good members because candidates can more clearly assess whether the role is right for them. Additionally, nomination committees have clear expectations against which to assess candidates.

Clear expectations help board directors understand and perform in their roles. What do board members need to be clear about? Their role is oversight and strategy. Cathy encourages boards to look at “what’s coming down the road” and develop a vision of how we can serve the community better. Our benevolent service sometimes isn’t enough. Clarity about who makes decisions and how those decisions are made helps focus efforts and prevent conflict.

Intentional Board Recruitment, Development and Evaluation
Andrew asked a damn good question. What should boards do when they have a problematic board member? Toxic board members damage organizations by driving away others and distracting from the board’s important work. Cathy urges us to prevent problematic board members through recruitment, development, and evaluation.

When recruiting board members, go beyond the standard skills matrix and also look at behaviours. Someone may be a successful CEO/lawyer/accountant/star volunteer, but they may also be a huge pain in the ass to work with. All things being equal, choose or find a candidate who is a delight. Recruitment should identify those who work well with others, understand the role of the board, think critically yet constructively contribute to strategy. Purposely recruit board members who have the potential to take on leadership roles. The only thing worse than not having anyone who wants to be Chair is only having one person who wants to be Chair who doesn’t have the confidence of their colleagues. Cathy suggests putting board succession planning on each agenda so that it stays an active item.

Board education can help improve performance of individual members and the overall Board. Maybe someone isn’t performing at a high level or they are being disruptive because they don’t understand their role. Education and frank conversations about board performance may be enough to improve board cohesiveness and performance.

Regular evaluation gives the board an opportunity for members to understand their own performance and to offer feedback on each other. Cathy says board members can either make improvements based on their evaluation or “weed themselves out” because “most of us won’t hang around where we’re not making a contribution”. Regular board evaluation is critical.

Why We Care About Governance
Finally, a story Cathy told brought me back to why I care about governance. Cathy said she got into governance because she volunteered for organizations to make a difference and eventually realized that there was a considerable amount of time and resources being squandered because there weren’t effective decision-making processes. Good governance should offer us the opportunity to maximize our impact as individuals and organizations. Check out our conversation with Cathy here.

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Episode 5: The Imperfect Board Member

“Pobody’s Nerfect” says a popular bumper sticker; apply that wisdom to how we govern. The beauty of boards is that none of us has absolute knowledge, so we rely on each other to balance and complete our ideas. Recognizing our limitations is critical to building an effective board culture.

This week Jim Brown who wrote The Imperfect Board Member joined us for a conversation to build on our earlier episodes about the board’s role. The Imperfect board member follows David a corporate CEO who struggles in his interactions with his company’s board. Additionally, David recently joined a community organization’s board hoping to offer his skills to improve his neighbourhood. The book follows David’s governance challenges as a new friend Trevor offers insights on how David can be a better CEO and board member.

A key takeaway from the book is to avoid being a lone ranger. As a corporate executive, David has built his career on his ability to get things done. Frustration is his corporate role leads David to charge ahead with planning an initiative for his community organization. After hours of preparation, David presents his plans to his community organization only to find the reception is not what he expected. Trevor helps David understand that he got out ahead of the rest of the team. The community board had not prioritized the issue David was trying to address and did not expect his presentation. Plus, David started putting in place a concrete plan before the board had an opportunity to discuss options. Trevor quips “recommendations are decisions in disguise”. It is essential to ensure there is board buy-in and approval for major new initiatives.

Andrew and I have discussed whether David or Trevor are based on Jim. At first, we thought that Jim was David, a highly competent executive who had learned through trial and error how to govern. After speaking with Jim, based on his kindness, generosity with his time and clear way of explaining governance we think he may be Trevor. Perhaps like Soloveitchik’s (1965) Adam I and Adam II, all board members have a little bit of a struggle between David and Trevor within us that we need to manage.

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Episode 3- The Role of the Board with Fred Galloway

This week we had Fred Galloway as our guest. Fred is a mentor to us. We love talking to him about governance and joking around with him. We picked Fred’s brain about boards’ responsibilities. Fred explained how boards have ultimate legal responsibility for their organizations and explained in detail the board’s’ oversight responsibilities. As a bonus, Fred commented on how boards should respond to the COVID-19 crisis. Fred has over 30 years of experience working with boards, so it was great to hear his examples of boards that have helped steer their organizations to success and others who haven’t fulfilled their role as well. 

Two things stick out from our conversation. First, Fred talked about boards getting into a comfort zone where they negate their legal responsibilities. People become complacent, they think this is a noble cause, we all know each other well, the disasters that have plagued other organizations could never happen here. I borrow from US politics calling this “the shining city on a hill” mindset. People assume their organization is special. Sorry, it’s not. Good governance involves creating a healthy culture, but it also works to prevent all the harm that can damage an organization. Even when things seemingly operate well, the board has a legal duty to protect the organization.

Secondly, near the end of our interview Fred alluded to the importance of director independence. Boards should “be friendly to, but not friends” with their Executive Director. The board’s obligation is to all those that the organization serves, and directors have a responsibility to ensure the organization performs and is protected from harm. Friendships with management may sometimes affect the impartiality of directors and consequently their ability to fulfill these responsibilities. 

What else did we learn?

We can sure talk. This was a long episode. We’ll do our best to keep future episodes between 25 and 35 minutes and if we expect a great longer conversation, we will split it into two.

Finally, we recommend “The Imperfect Board Member by Jim Brown” as our resource of the week. It’s a short book on the experience and growth of a new board member

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Thoughts on Episode 2 – Why Governance Matters

This episode focused on why the work of the board matters. Ultimately, we care about clarifying roles and how decisions are made because we are trying to maximize the impact of board and staff efforts. Having clear expectations on who makes decisions and how can help organizations avoid conflict and focus their efforts on achieving their missions. 

As I dug through the mountains of fan mail that we received this week, I realized that I talked a lot about the principles of good governance but never explicitly stated them. In 2006, a national study on board governance practices in the not-for-profit and voluntary sector was released, in it the honourable Bob Rae, the former premier of Ontario, explained governance principles as:

transparency, clear allocation of roles and responsibilities, financial probity, accountability, and looking at outcomes. Recognize that the principles of good governance apply to all organizations regardless of their size. The structure will have to be tailored to the institution depending on its size, but the principles remain the same (p. 18).

What Andrew and I call the “art and science of good governance” recognizes these principles of good governance but also that no utopian structure exists. The science of good governance commits to the principles Rae explains. The art of governance finds methods of applying these principles that work for your organization. When Andrew and I talked about rubber stamp boards, I overreached saying that there are merits and drawbacks to the rubber stamp approach. The idea that the board wants to allow space for the Executive Director to do their work without interference has merit. You can’t fairly measure someone’s performance unless you have left them some freedom to determine how they will accomplish results. However, the board needs to do its job to set clear goals and policies that protect the organization from harm. Then the board needs to be active in monitoring the organization to ensure that results are achieved, and that goals and policies are updated as the environment evolves. The board needs to be a driver of organizational policies and strategies not simply reactive to the Executive Director’s initiatives. The board is a driver not a passenger. The board should approach its role according to the common governance adage of nose in and fingers out.

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Podcast Episode 1: We’re on to something but it’s harder than it looks!

Well our first podcast in in the books, so what have we learned?

First, I think we’ve got something here. Andrew and I have been bouncing governance challenges off each other years and we’ve been making jokes and chirping each other for just as long. Why not bring others into the conversation? We’ve both read extensively on governance, consulted experts and served on boards, but we want to learn how to become even more effective board members. We’re convinced others feel the same way, and that this podcast can fill a void in the podcast world. Our guests will be people who’ve taught us important lessons along the way, and you’ll be able to hear their expertise on your way to work, while exercising or maybe just as you shutdown and reboot after a long day. There’s no utopian governance structure, so the interesting part of this show will be hearing different perspectives on governance challenges and occasionally hearing Andrew and I argue. 

Secondly, its not as easy as it looks. For all the terrible radio banter I’ve despised throughout my life, I now have a greater appreciation of just how hard it is. Andrew and I have something we want to say to our audience, it must be so much harder to just fill time between songs. I listened back to the podcast and I think that’s the first time I’ve said “darn” in my life. You try to be yourself but also not to offend anyone or say anything you’ll regret and sometimes that makes things like “darn” come out.  What’s worse awkward pauses seem to last forever. This experience makes me admire the truly great broadcasters even more.

So, putting these two lessons together, Andrew and I commit to building up this podcast, getting better and more relaxed each week so that we can share our conversation about how board members can make a positive difference in their communities. 

Paul