Important Facts About Board Roles

The Importance of Clarity Regarding Board Role

Every time I read about the notion that boards are unclear about their role, I wonder what is happening to cause this concern. This outlines some of the reasons board members are unclear, the components of the governance role and the measures boards can take to address this matter.

Reasons Board Members Are Unsure of Their Role

There are numerous reasons board members remain in the dark about their role. These include:

1. The members make assumptions about what governance ‘is’ based on irrelevant experience
2. The board is not willing to commit resources to board member education
3. The members are unwilling to commit the time to attend board education events
4. The members are on the board to fulfill their own needs rather than the mandate of the board
5. The members trust others to tell them their role as they learn about the board and are willing to take a year or more to feel confident in their role
6. The CEO believes that the board members should learn from him because he is the expert
7. The members believe it is more important to be liked than to govern effectively
8. The members do not want to be accountable for anything.
9. The members are basing their understanding on faulty information.
10. The board is willing to be crises driven.

Measures to Ensure Board Effectiveness

There are several measures the board can take to ensure the board members are not only clear about their role but that they are confident and effective. These include:

1. Choosing a model of governance
2. Offering board member orientation sessions
3. Completing board meeting evaluations
4. Evaluating the board on a regular basis
5. Providing professional development

It is easy to say that there is no need to choose a model of governance because “we know what we are doing.” Sometimes what the board is doing is based on past practice and no one has ever taken the time to question the validity of those practices and whether they are actually governance.

Sometimes what board members call governance is actually management and it is only when board step back and question what they are doing and why that they actually realize the gaps in their knowledge.

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