What we are learning

This episode gave us a chance to muse together about the importance of having a clear understanding of the role of the individual Board member. Here are some more thoughts we had “offline” that we wanted to share.

Let’s think of an organization as a ship.  A ship has a defined structure, a clear purpose (moving people/things from A to B), and a crew with a variety of roles and responsibilities. It has to use the external elements (ocean, weather) but also in some cases struggle against them to complete its mission. It’s easy to imagine the various crew members as staff members and the Captain and their team as the fearless leaders turning the ship and charting the course. Where, though, does the Board fit in?

In an organization, the Board is supposed to set direction and monitor progress. The Board should have a keen awareness of the external environment to measure how close the organization is to fulfilling its purpose and mission and to consider outside challenges and threats. The Board should be both a resource for the CEO and a team of critical questioners to constructively challenge decisions and keep things on track.

The individual Board member, therefore, finds themselves in an important position on our ship above. While the crew and Captain are undertaking their important tasks and maintaining the ship, the Board member keeps their eyes focused forward. Consider the sextant, an old tool used by sailors to locate the ship as they cut through the middle of the ocean. The sextant is effective because from your ship you could observe the location of the stars, sun, moon and then compare those to the horizon. As you carefully record your measurements, you can make sure you are still on track and ask for adjustments from the Captain accordingly.

Now consider what we said about the Board above. A Board member needs to contribute to setting direction, monitoring progress, and understanding the external environment and how it may impact the organization.  Each time you review a report, join a meeting, and reflect on your role as a Board member, consider yourself as the person on the ship using the sextant to look out ahead and monitor whether or not you are still headed to your destination and, ultimately, fulfilling your purpose.

(For more details on the sextant, check out: https://www.canadashistory.ca/explore/science-technology/navigator-s-sextant)

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

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.

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