Getting the best from the board

The role of boards and their chairs is crucial to the successful performance of organisations in the public sector and beyond. Boards must demonstrate both good governance and good leadership

Over the past few decades I have served on boards and committees across the public, business, third and social sectors. I have been a trustee, non-executive and executive, and have chaired a fair number too. And I have advised and supported many others as a senior executive and an independent strategic advisor. Throughout this period, what has become apparent has been the pivotal role of board chair.

I have sat on and advised boards that have been dysfunctional; ineffective; lost in the minutiae of operational detail; and worse. I have also had the pleasure and good fortune to be a member of and supported some very effective strategic boards. And, as I reflect on both, there has nearly always been a unitary correlation between the performance and reputation of the organisations concerned and the behaviour and performance of their board.

Good governance is vital, as is excellent leadership, and boards have to demonstrate and provide both. They should not usurp the role of their executives and staff (though, of course, on some occasions there will be unitary boards with executive directors as full voting members).

Whilst there are some differences between and within the public, charity, social and business sectors in terms of governance, and the roles and responsibilities of boards and consequently of their chairs, there are in fact far more similarities than differences. Chairs and boards may be elected or selected in different ways in different sectors but their roles and responsibilities are fundamentally the same.

An important point to note relates to chairs who are elected from constituencies within or connected to the organisation.  It is imperative that whilst they do not forget their origins, they focus on their legal and moral obligations as the organisation’s chair. In my experience, this is often not the case.

Likewise, the role of the board chair is critical in all sectors. A weak or poor chair usually leads to poor governance, splits on a board and all too often either rudderless organisational drift or strong chief executives taking over what should be the board’s responsibilities.  And, as for a combination of weak chairs and weak chief executives, you can easily guess the end outcome.

I have also noted that some organisations appoint high-profile chairs when they might be better appointing such people to the post of ‘President’ which, although not a board position, has a clear ambassadorial role.

So what are the critical roles, responsibilities and accountabilities of a chair? They include:

• effective leadership and demonstration of behaviours including consistency and managing their own egos and self-importance in accordance with organisational values, the principles of exemplar governance, and the organisation’s articles and statute
• developing a good practical working relationship with the chief executive and being available to be a source of advice, challenge and support to the CEO; and agreeing their respective roles and boundaries to avoid confusion or undermining each other
• acting as the internal and external spokesperson for the board and organisation (and not hiding behind staff when there are difficult issues to be addressed)
• being the ultimate custodian of an organisation’s mission, values and performance
• being accountable to the public, members, beneficiaries, staff and/or shareholders, depending on the legal structure of the organisation
• ensuring that all board members feel valued and are able to contribute to discussions and decisions on an equal basis; not showing any favour to one individual or groups of board members (this will be slightly different in terms of political bodies such as local authority cabinets and committees, but, even then, all members irrespective of party affiliation must be allowed an equal voice)
• making sure that members of the board have the right information, as well as high quality, timely papers, that enable them to fulfil their duties and focus on long-term strategy and strategic performance management and avoiding time wasted on trivia; convening special board meetings if major issues occur; and making best use of sub-committees and ‘task and finish’ groups
• avoiding stifling debate or denying time for key issues while keeping board meetings focused and moving forward
• not imposing their own personal will but, of course, displaying influence and leadership
• where appropriate, ensuring that the range of board members has the right skills, experiences and expertise as well as the right commitment and behaviours (this will be different in those public and third sector bodies where members are elected or selected by groups beyond the board)
• leading and taking responsibility for the appointment process for the CEO
• holding the executive to account; performance managing the chief executive;  and acting, in effect, as the line manager for the CEO
• supporting all board members, especially those newly appointed and ensuring that they have access to necessary training and mentoring
• undertaking annual assessments of individual board members and ensuring regular evaluations of the board itself
• being assessed themselves on an annual basis through systems that involve all key stakeholders
• ensuring effective succession planning for the board and senior executives
• being ready and prepared to be challenged
• being sensitive to the feelings of colleagues and stakeholders
• knowing when to resign in the best interests of the organisation.

These 20 points are based on my personal experience. Others will have their own lists of essential attributes and responsibilities.

Of course, I know how hard it can be to live up to them.  I also know how hard it can be to take on the role of chair of a board: especially in challenging times for the organisation; sometimes without the wholesale support of colleagues and executives; or without adequate access to training and possibly a mentor.

It can also be far too tempting to cross the boundary of non-executive or trustee into operational matters.  In extremis, this may be necessary for a short period of time and perhaps for longer in very small organisations – but, even here, a chair needs to be clear about what she/he is doing and why, and such actions must be with the agreement of the board.

Any chair who is really just a frustrated chief executive runs a serious risk of undermining even the most talented board, and thus the organisation itself. This commonly arises when a chair holds or has recently held a senior executive role in a similar or related organisation.

Every organisation in every sector should aim for the highest standards of governance and performance. And it should be no surprise that the latter is conditional on the former.  This places clear and unavoidable responsibilities and accountabilities on CEOs, board members and, most significantly of all, on the chairs of boards.