Originally published on January 4, 2023.

2022 is in the rear view mirror! Looking back if I could identify themes from the past year one of those, unfortunately, would be governance dysfunction. Or rather, I might say continuing governance dysfunction. I have either been on boards, reported to boards, counselled boards, or counselled leaders reporting to boards for nearly 40 years now. Despite the supposed advancements in training and development opportunities for boards of directors, certification programs, the proliferation of books and articles on the subject of governance, and a long line-up of well-intentioned people too many organizations are still struggling mightily to get governance right.

What does dysfunction at the board level look like? Here are only some of the examples that I could cite from this past year alone:

Confusion and even outright disagreement on governance philosophy and framework for the board. As a result, individual board members operate in different and conflicting ways, seeking to engage on issues at different levels of detail, and send confusing messages and directions to operational leadership.

Rogue board member(s). Rogue behavior can manifest in several ways. Sometimes it is one board member, up to an including the Chair, that dominates the board discussion and decisions. There is no opportunity or allowance for other board members to contribute to board decisions in any meaningful way. This may even include not sharing information that all board members are entitled to receive. In other cases, rogue board members may be those who take on a role beyond what they have been authorized to do and/or actively undermine decisions made by the board as a whole.

Lack of clarity of roles. This can operate at various levels within the governance structure: (1) what is the role, power and obligations of the Board Chair, (2) what is the role, power and accountabilities of other officers of the board and any board committees that may be in place, (3) what is the relationship between the Board Chair and CEO, and, (4) what is the relationship between the Board as a whole and the CEO.

Off-the-record or side-bar meetings. The work of a board of directors should be done through formally established committees or working as the whole board. To the extent that select board members start to operate in the shadows, aligning interests and positions, and even making decisions outside of the sight of the whole board leads to board member disengagement at best and deep distrust and conflict at worst.

Failure to take role seriously. This dysfunction can take on many forms from something as simple (but impactful) as not being prepared for (or even attending) board or committee meetings, not bringing forth their ideas and expertise to board deliberations, and avoiding hard conversations on real issues.

This is only a small listing of challenges that board's face on a regular basis. How do we (finally) resolve this reality? The first thing that I believe is necessary to appreciate on the part of any board is that no matter how successful they might believe themselves to be at a moment in time, ongoing success requires the regular expenditure of time, energy, effort and thought in maintaining governance equilibrium and growth. I have more than one example of being called in to resolve board conflict or improve function two or three years after they have done similar work with another consultant. Failure to continuously attend to governance can result in a version of groundhog day.

The next step is to for the board to constructively discuss and vigorously debate what the governance philosophy and model should be for the organization. In this case, while the discussion and final decision can and should be informed by a variety of governance models that exist and what other organizations are doing, every organization should make sure that their model works for their circumstances and in light of their identified mission, vision and values. All too often a board can find itself hamstrung by preoccupation with procedural matters, worrying more about parliamentary procedure than the big issues they are supposed to be focused on. In effect, the board loses the forest for the trees.

This leads us into ensuring that the board in question even understands the mission, vision and values of the organization on whose behalf they govern. This may seem obvious but too often these foundational elements can be seen as more relevant to the organization as a whole than to the board. As a result, too little time is spent by the board understanding how they can or should translate these concepts into action at a governance level and how they should be using the mission, vision and values to evaluate the organization's progress and board function. Therefore, a deep dive into mission, vision and values is called for and should form part of at least an annual touchpoint for the board.

Once these core elements are better understood, the board should dig into its operational procedures including a deep dive into the roles and responsibilities of the Board Chair, Vice-Chair, other officers and committee chairs. It is important to have each individual taking on these roles understand what they are committing to do on behalf of the board, but it is also important that there be clear understanding on the part of all board members so that they can support these leadership roles and expectations going forward. In addition, for the purpose of recruitment and succession planning for the board (yes, there is work to be done here as well) you want to make sure that those pursuing or being considered for board membership or positions on the board know what is expected of them.

This point of discussion naturally leads into the need to create, solidify and hold to a code of conduct for the board. This can be a follow-up on the values discussion we noted earlier. What do the values look like in practice for the board? How do board members interact with each other? How do they interact with the rest of the organization and external stakeholders? What behaviors are "off-side" and what steps do individual board members, the Board Chair or the board as a whole take to resolve such issues? This conversation and plan must be grounded in practical examples and specific remedies rather than theoretical or abstract constructs.

The final thing I want to leave you with is the need to integrate all of these deliberations and outcomes into a set of structures and processes that support and reinforce the approach to governance that a board has decided on. While we have not talked about the relationship with the CEO or Executive Director, the concept of board evaluation, the need and approach to measurement and reporting, and more, it is critical that the board leverage and support the good intentions of its members to stay on track. In its simplest form this is an agreed-upon annual calendar of board events and responsibilities. Rather than relying upon memory and goodwill, the organization as a whole is guided by and can anticipate governance work weeks, months and even a year ahead of time. Rather than responding or reacting in the moment - or even creating crisis in reactive mode - the board is supported and prepared for all aspects of its governance role.

As I have said to some of my clients, I see the role of consultants supporting boards of directors to move them out of reactive and crisis mode to proactive and considered deliberate consideration. In short, I want to help them find and deliver quality through governance. I want to help them leverage their expertise and good intentions. I want them to be inspired and to inspire through governance.

———————————————————————————————————

Greg Hadubiak, MHSA, FACHE, CEC, PCC
President & Founder - BreakPoint Solutions
gregh@breakpoint.solutions
www.breakpoint.solutions
780-250-2543