Board Series: What is Board Governance?

I’ve titled this post What is Board Governance? because I have often heard people ask this very question or a variation of this question.

Board Governance is the job required to be done by the Board of Directors on a board. But before we dive into this a little further, it’s important to keep in mind the following:

  • A board collectively exists to steward the wishes of the ownership (stakeholders) of an organization. If you are a board member, it is imperative that you understand for whom and for what benefit your role exists.

Board governance then, in a most simplified form, is seeking to know the wishes of the ownership (stakeholders), translating that into desired outcomes (Ends), setting empowering boundaries for those hired (CEO) to achieve those Ends, and monitoring to ensure the Ends are being produced. Here is a great little video that teaches this.

How the board builds credibility with its’ owners is by, among other things, establishing how it is going to behave and make decisions – this is usually written as policy. And, by actively understanding and living within their own empowering boundaries/policies, boards are enabled to speak with one voice.

When one or more board members fail to operate within policy, it comprises the integrity of the entire board and can also have detrimental effects on an entire organization. (I could share some stories here that would make you cringe, but that is not the purpose of my post.)

Hope that helps you to understand a little better what Board Governance is, it’s the responsibility of the Board of Directors.

Have a great day!

 

 

 

 

 

 

Board Series: The Role of the Chair

 

I am reposting this post because I thought it had been lost forever when I transferred my blog platform, but I was able to find it again in the backups I had done. In keeping with my board series theme from last week, today I want to write about the role of the chair. I am particularly interested in this because of my experience that began a few years back while serving on my first board.

At the beginning of my 2nd year of a 3-year term, I was voted to be the Vice-Chair. I was not, however, to remain in that position for very long as our then elected Chair resigned and it was then that I found myself in the position of Chair. The decision to vote for Chair was something I let the board decide as I was quite content to stay as Vice-Chair because I knew there was a lot to learn.  I had no clue, yet felt like God was calling me to this.  So I did what I always do when I find myself out of my element, I read books, I prayed, I watched video tutorials, and I then invited the board to go on a journey with me as I learned to chair effectively. They were a gracious bunch.
I fumbled from time to time but overall I did an excellent job. I am proud of those years as I truly believe I served with excellence and understanding – as much understanding as one can have when they are learning as they go.
Over the years I have reflected on that time and wished there was more material that spoke to the role of the chair. Last week my wish came true when on my bosses bookshelf I saw this book: The Call of the Chair: Leading the Board of the Christ-centered Ministry by David L. McKenna.
That book highlighted for me so many of the things I instinctively thought a chair’s role ought to be and then some. You see, for me, I saw my chair role as that of a servant-shepherd, guiding the board to places we needed to be and towards decisions we needed to make. Mackenna would describe the call of a board chair this way:

The board chair of the Christ-centred ministry must be called of God to the position, exemplify Christ in qualifications, exercise Spirit-guided discernment in functions, and be accountable to God for performance. 1

But to break it down a bit further, here are some expectations of a board chair (this will not be an exhaustive list):

  • They are to manage the board, ensuring that the board stays true to its mission, handles itself with integrity, stays within the empowering boundaries it has set for itself and makes policy changes when appropriate and necessary.
  • They must cultivate, work collaboratively with, and nurture a good working relationship with the CEO, at times also serving as a coach to the CEO. Both are on the same team. A board goes toxic really fast if relationships are not appropriately attended to.
  • They must manage and bring to the forefront the priorities of the board. Priorities such as policy-making and monitoring as well as strategic planning.
  • They need to plan wisely for board succession. This is something I would do very differently if ever in a board chair position again as I have seen the negative effects of having the wrong person in a chair position.

Those are but just a few of a chair’s responsibility, but I hope you’ll find them helpful as you consider the possibility of being a board member. And remember, every competent chair will bring their own unique gift set to the role, but there are things, such as I’ve listed above, that should never be compromised. The chair is a leader among leaders, and though they have no authority other than what’s been entrusted to him or her by the board, the chair role is a vital position and a board chair needs to be carefully selected.
Serve well in whatever context you’ve been called to,
Carmen

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