Ignoring the opinions of the Chief Employee
When a board member thinks she knows more than the CEO/Executive Director, her non-verbal communication will convey the message to keep quiet or only speak when the CEO’s/Executive Director’s opinion is in line with the one she is expressing.
The board chair may not want to address this issue if he is a volunteer. He may hope that if he ignores it, it will resolve itself over time. The reality is that it usually does not resolve itself without intervention.
It is imperative that the board determine when it wants to hear the CEO’s/Executive Director’s opinion, acknowledging it is only one voice. It does not help the organization to have the CEO/Executive Director feel as if he is less proficient than a particular board member.
The CEO/Executive Director needs to feel trusted and know that he is being held accountable for the management of the organization.
The board is ultimately accountable
Yes, the board is ultimately accountable; however, this does not mean that it has to play the role of both the board and the CEO/Executive Director.
It means that the board has to plan strategically, set the strategic directions for the organization, have mechanisms to hold the CEO/Executive Director accountable for the fulfillment of his role and his actions, and evaluate itself and the CEO/Executive Director fairly.
The board is ultimately accountable; however, this does not mean that it has to play the role of both the board and the CEO/Executive Director.
Oversight
Does the board really need to read the CEO’s correspondence, sign every cheque or have detailed reports about activities that are routine staff functions?
No. The board determines the CEO’s/Executive Director’s role. It should set boundaries and leave the CEO/Executive Director to function independently within those limits.
Board Roles: Important Information Known Only To The Best
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Evaluation
It is natural for a board to refuse to evaluate itself when it knows it is not governing. Why expose its reality?
A governing board wants to know it is functioning well, fulfilling its role, and leaving a positive legacy.
When the board is managing, it is busy justifying why it needs to function that way and why it is important to only evaluate the CEO/Executive Director.
The best boards are proactive and use evaluations to ensure they are accountable for fulfilling their assigned responsibilities.
Reporting to the board
When the board operates from a ‘we need to know everything’ philosophy, it will want as many staff as possible to attend all board meetings. The board members want to get to know them and are unwilling to trust the information put forward by the CEO/Executive Director.
Unfortunately, this undermines the CEO’s/Executive Director’s authority and how he is viewed by the staff. Therefore, it is important for the board to determine how many employees report directly to it and why it is necessary to continually interface with the staff.
Planning
If your board has too much on its agenda to plan, it is time to take a good look at that agenda. If the board is meeting frequently and constantly has an overbooked agenda, there is a high likelihood that the board is actually managing.
If the board is too busy to plan, it is imperative to ask the following questions:
- Where is the board headed?
- Who decided where the board is going?
- What is the board accomplishing?
- How does the board know if it is fulfilling its mandate?
- How will the board know when it is off course?
It is time to step back and question whether the CEO/Executive Director is capable of managing. Does he know when to come to the board for advice, and informs the board of major risks which management is not able to mitigate or minimize?
It is time to begin to govern.
Board Roles: Important Information Known Only To The Best
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Final Comment
Many board members think they like the management work better than the governance work. However, when board members really understand what governance entails they have no trouble shifting their focus and empowering the CEO/Executive Director.
