Keeping an even keel between a Do Good board and Management

Boards and managers go together like a horse and carriage. Okay, so I may have tweaked the lyrics slightly, but the sentiment is the same, right? The relationship between a Board and CEO/Manager should be synergetic, complimentary,  maintaining an even keel as the organisation navigates through the highs and lows of its field of operation. And more often than not, this is true, but just like marriage, it takes a lot of hard work, commitment, communication and bringing ‘the right stuff to the table’ for it to be successful. 

Signs of trouble in the Boardroom 

If you want to know if the relationship is solid, ask the staff and volunteers. A happy boss makes for a happy life, to paraphrase another song lyric. And nothing raises the tension on the shop floor quicker than a manager whose door is suddenly closed for long periods, can be heard muttering about dinosaurs and no vision or develops new frown lines over a matter of days. Emergency Board meetings and increased time spent by Board members “dropping in to say hi” to employees can also signify that all is not well in the senior relationship.     

Where issues occur

No argument; having a Board to provide advice, support and do some of the heavy lifting in an organisation is a good thing. Many hands make light work, even in business. Sometimes, however,  having a Board on board can be more of a hindrance than helpful. This usually happens under the following scenarios:  

• Rubber stampers and window dressing

Board members agree with everything put in front of them and consider their role honorific only. Any preparation for Board meetings involves reading the executive summary of papers supplied and perhaps the minutes of the last meeting. 

They have been asked to join the Board to make up numbers, or because of who they are, i.e. their name adds kudos to funding applications.  Their heart is in the right place, as volunteers that support the cause, but they do not have the skills or experience to be of significant help. 

Fractions occur because the CEO may also lack business acumen, and there is no one qualified to question their decision. Or the CEO may feel under pressure to do everything themselves and consider Board meetings to be a waste of their time. 

• Micro Managers

This scenario is the opposite of rubber stampers and window dressers. Board members do too much and require every decision to be signed off by them first. The CEO spends most of their time preparing Board reports instead of doing the job they were employed to do. The CEO does not feel they can be trusted to make decisions and considers Board meetings a challenge rather than helpful.  

• Blinkered or single focus Boards

Board members become risk-averse and veto new opportunities presented because they feel “it is not what we do” or focus only on a single aspect of the business, e.g. the bottom line. The CEO considers the Board Room a battleground and receives little support for new ideas or a holistic view of operations.  

Creating a relationship that works

The good news is that if any of the above seem familiar to you, it is possible to apply a course correction and create a functional relationship that thrives. Experienced business coaches and for purpose governance advisors suggest the above scenarios commonly occur because of three things: dysfunctional group dynamics, disengaged Board members and uncertainty amongst Board members as to their roles and responsibilities.  They suggest, in the first instance, for CEOs to undertake a review of Board members and categorise them into three categories:

1. High performers – they fulfil the role of governance well, are proactive and active participants in meetings.

2. Mid-level performers – also understand the role of governance but are more likely to sit back and wait to be asked for opinion/ to do something rather than actively participate.  

3. Low-level performers – constantly oppositional or agree on everything. Possibly only there to make up the numbers or for personal gain/gravitas. Take more interest in the refreshments than fulfilling a governance role.

Whilst it might be easy to see which category you do not want on the Board, it is not always easy to ask a person/people to step down, which is why the experts suggest that Boards members be subject to performance reviews, just as employees are. And for a review of how the Board functions to be undertaken at least yearly. They also suggest that prospective Board members be interviewed for the expertise they bring with them, and how well they understand the role of governance.  Similarly, CEOs should be asked in their interviews about their experience with Boards and both provided with the resources to upskill if required. 

Having a framework for Board procedures that identify boundaries, expectations, accountability, and a resolution pathway is also helpful. As is an acknowledgement that the Chair is responsible for ensuring members remain active participants and managing conflict within the Board, not the CEO. 

When there is a conflict and uncertainty over roles and responsibilities between the Board and management, an independent mediator should be brought in to help resolve matters to avoid the creation of factions amongst Board members or for the us-versus-them situation between a Board and management. 

As with all good relationships, communication, clear expectations of roles and sharing the same values and goals are key components to success. If you are a Board member or the CEO/Manager and feel that something is not working, you don’t have to put up with it. Bring your concerns to the attention of the Chairperson (unless they are the issue, then talk to someone else who can help raise the matter with the rest of the Board) and start working on a plan to resolve it. If not for yourself, then for the health and wellbeing of the organisation as a whole.