Ask Questions to find out if your board is transparent
Board members are often aware of their obligations, but they also have rights. I advise that you not take too long to determine what they are. Ask questions and require straight forward answers. If you get them, it’s a good demonstration that your board values openness and transparency.
Some boards outline applicable rights particularly in the areas of the agenda, appeals, board meetings, consultations, information, minutes, rules of order, and voting.
Rights re the Agenda
It is a board’s obligation to function as a team. Therefore, its members should know how and when they can place an item on the board’s agenda, how long this item can remain there before it is handled, and how items ‘fall off’ the agenda.
It is frustrating when the board chair refuses, without explanation, to place an item on the agenda. If the item is of a management nature, it is imperative that the chair suggest that the board member refer the item to the CEO/ED.
It is just as discouraging to find there is not time to deal with a specific item meeting after meeting and then to discover that it mysteriously disappears from the list of topics that are yet to be discussed.
Ask who sets the agenda, who determines if items are management or governance, and who gives permission to drop them.
Rights re Appeals
There are two aspects to this topic. The first involves the board members and the second concerns employees.
When a director has a dispute with the board, how does he make his voice heard? How does he ensure that resolution is sought without feeling ostracized or shunned by the other board members? Each board member has a right to know and use the appeals process.
When the CEO/ED is unable to resolve disputes and appeals come before the board, it is essential for members to know their role in the appeals process, the rules around conflict of interest, and the power of the board as the final level of appeal.
Rights re Board Meetings
Board members have a right to know how much notice they will be given for open, closed, and special meetings. They have a right to ensure that board meetings are not always scheduled at a time when they are not available.
They have a right to know how far in advance background information will be provided prior to an item appearing on an agenda.
Board members also have a right to know how the policies regarding conflict of interest are implemented and what to do if they are not sure whether or not they are in conflict.
Right re Consultations
If the board decides to hold consultation sessions, its members have a right to know whether or not they are expected to attend, and if they are allowed to attend when they are not on the official list to represent the board.
They also have the right to know the specific aim of the consultations and how the information will be used and when they can expect to receive a report detailing the information collected.
Rights re Information
All board members have the right to know what information is available to them and what they are expected to collect themselves.
They should know the process to be followed to access historical records and how long information is retained before being destroyed.
Rights re the Minutes
Directors have a right to know past decisions of the board. They also have the right to receive copies of current board minutes.
It is essential that board members know whether minutes are kept of closed meetings/sessions and what information is confidential and what is public.
Rights re Rules of Order
Board members have a right to know what Rules of Order are being followed and to ensure that they are not breached in order to satisfy one or more board members. This effectively circumvents the openness and transparency expected at the board table.
Rights re Voting
Participation is the board members’ critical right. Decision making is one of the key roles of a governance board. Therefore, it is vital for board members to know the ramifications of abstention, the percent of affirmative votes required for a motion to be accepted, and how a vote can be overturned.
Directors have a right to know when votes will be taken by a show of hands, verbally, by standing, or by secret ballot.
Final Comment
It is not uncommon for board members to be hesitant to expect that their rights will be honored. However, it is imperative that all assume their rights and not be intimidated or made to feel that they are expecting too much if they question current practices.
