e-Zine Article Archives Ezine, Issue #001 When Board members step over the line
Ezine, Issue #001 When Board members step over the line
Conscious Chief Executives E-zine - Issue #01
When Board Members Step Over the Line
Steven Bowman
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- "How do you successfully deal with board members stepping in and dealing directly with organization operational staff and disputing the decisions of senior managers?
- Have you ever had the situation where Board members have tried to directly instruct staff, or have questioned senior management decisions outside of the Board meeting, or have taken partial control of staff functions?
- Have you viewed this as appropriate and advantageous to the organisation, or disruptive, annoying and interfering? Or both, depending on the situation?
We come across this quite often when we are working with nonprofit Boards and senior executives. We have had late night telephone calls from Directors regarding their concern about management techniques, asking advice about what the Director should do if management isn't doing what the Director expects. We have had emergency meetings with CEOs when they are ready to resign because a Board member has been "interfering". We have seen numerous emails where senior executives complain bitterly about the Board becoming involved in "operational" matters. We have talked with many Boards about their concern that management is not managing. And the list goes on.
These situations are not always a clear case of inappropriate interference by the Board or Board members.
On the one hand, Directors have the right to have access to everything that goes on in the organisation (with some exceptions mainly related to privacy laws), as in the end, the Director is ultimately responsible. It is also appropriate, prudent, and necessary that a Board member take an interest in the operations and management of the organisation, and that they have conversations with staff and ask questions outside of Board meetings.
On the other hand, the Board members are not staff, and have not been retained to develop operational implementation of strategy. Board members seldom have the specific skill sets required to implement the operational strategies, which is why skilled staff have been hired.
So, what can be done to intertwine the Directors' need for knowledge and accountability, and the executive leadership and staff need for operational autonomy to do the job they were hired for?
The most common causes for these types of situations revolve around Directors and staff who do not understand the rights and responsibilities of Directors. Directors have no specific rights as individuals, other than to receive all Board information, attend all Board meetings, and have access to past Board papers for up to seven years after they have left the Board. They have no individual power to tell staff what to do, including the CEO. The power comes from the collective nature of the Board as a whole, not individual Directors. The Board can direct, but individual Directors can not.
We have also been involved in situations where staff were using the well-tried strategy of "That's operational, nothing to do with the Board, stay out of it". This is used sometimes to ensure that Directors are not asking embarrassing questions, or are not getting too involved in what is seen as the domain of the executive leadership
Here are some strategies that will be useful in achieving a balance of Directors rights to know and their accountability, and staff rights to get on with the job and be held accountable for performance.
1. Have a Board charter that specifies these relationships. The best Board charters include sections such as Purpose of Charter, Purpose of Board, Roles and Responsibilities of Directors, Membership and term of Board , Relationship of Board and CEO, Board culture and Reporting Requirements. Ensure that all Board members and staff have a copy. An example of a Board Charter can be found here >>>>
2. Have a Standards of Conduct document for Board members that specifies their personal standards as Directors. This forms the basis for any discussion to be had regarding an individual Directors behaviour. An example of a Standards of Conduct can be found here >>>>
3. Ensure that the strategic plan is the filter behind the Board decisions, and that Directors use the strategic plan as their main guidance for decisions and conduct at and between Board meetings. Make sure staff work in this manner, and any approach by a Director to a staff member is in context of the strategic plan (this assumes you have one). See our website for some articles on strategic planning here >>>>
4. Conduct Board evaluations, where Directors rate themselves, the Board and their fellow Directors, and this helps hugely in identifying rogue directors, and can provide peer advice to that director. See our website for some articles on Board evaluation here >>>>
5. Develop in-camera sessions of the Board, where the Board meet without any staff, and these types of issues can be discussed without staff present. In this case, the chair should raise this as an issue and reiterate the role of the Director
6. Instruct all staff that if a Director approaches them, that the staff member report to the CEO or senior executive that this has occurred, and that the staff member instruct the Director that they will pass the request on to the CEO.
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What would it take for your strategic plan to be truly strategic? Do you want to know how to embed the strategic plan into all facets of your organization and get amazing buy-in from Board, staff and stakeholders? Do you want a process that is quick, focused and provides step-by-step guidelines that result in a strategic plan that is accountable and measurable? Only US$45.00, this Quick Guide is available as a downloadable e-book immediately. Click here for more information and to order >>>> Next Issue Topic
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Previous Issues Topics
Issue #001 -- When Board members step over the line
Issue #002 -- How can the Chair and the CEO work together productively?
Issue #003 -- What are the Powers of Members vs Nonprofit Boards?
Issue #004 -- How can we improve attendances at Board meetings?
Issue #005 -- How do we remove unproductive Board members?
Issue #006 -- Creating Strategic Awareness from your Vision Statement
Issue #007 -- Are you a Board-Savvy CEO?
Issue #008 -- Creating Strategic Awareness with your Board
Issue #009 -- Why Strategic Plans don't work-what to do about it
Issue #010 -- I've got my Strategic Plan-Now What?
Issue #011 -- Risk Management Rocks!!
Issue #012 -- Risk Management as Strategic Advantage
Click here for links to back issues
Next Issue Topic
Next issue will focus on nonprofit Board remuneration (should we, shouldn't we, and why), a very emotive topic that has arisen more frequently in the past few months. (Mind you, I might change the topic if something even more topical comes in. Let me know what you would like to see!)
Please send us any of your feedback, or any questions that you might like to see in the e-zine. All communications are confidential.
Happy reading
Steven Bowman
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Contact us if you would like more information on any of the following:
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