A city councilor in the United States recently asked me how she could increase her interaction with the residents of the city so she better understood their hopes and needs without stepping on the toes of the mayor who was elected by the public as the senior full-time staff person. This reminded me of the inherent challenges in not having a single-line of authority within an organization.
In a company that has a CEO reporting to the board of directors, the vice-presidents reporting to the CEO, and each department head reporting to one of the vice-presidents, etc., the official lines of authority are clear. People can go ahead and do their job knowing from whom to get approval for new projects or procedures. The CEO, one person, a full-time employee, is responsible for coordinating work throughout the organization.
I have recently observed diverse practices in the fulfilling of the board chair’s role, from exercising too little authority, to appropriate authority, to too much authority. In most cases the intent of the board chair is to serve, not to exert personal control. However, a clear understanding of who is to be served and what constitutes excellent service is often lacking.
The board chair’s role is to facilitate effective governance of the organization’s affairs. The individual has been selected to ensure that the board fulfills its leadership role. This includes such things as all board members being engaged in the work of the board, the board appropriately guiding and monitoring the organization’s work, and authority resting at appropriate levels in the organization.
“We’ll appoint a committee to handle the changes in our governance structure so all the board members don’t have to invest so much time in the process”, suggest the boards of many organizations who are planning governance overhauls or mergers. While a committee can increase the board’s efficiency by researching options, collecting feedback from stakeholders, and communicating key findings, I have not seen effective and efficient implementation of significant governance change without all board members investing several days of their time.
“What the board members do outside the boardroom is even more important than what they do in the boardroom” a seasoned board member recently commented to me. There is a lot of truth in this statement. It is only during a board meeting that board members have authority to make decisions for the organization, but being equipped to make quality decisions and presenting a positive leadership image for the organization take lots of time beyond board meetings.
The benefit of board meetings is for diverse board members to dialogue on key organizational issues so synergetic decisions can be made by engaging diverse wisdom. To maximize effective discussion during time-limited board meetings it is important for board members to receive and review background information on each agenda item before the meeting. The board is responsible to make decisions that position the organization to be effective in its environment; this requires that board members stay on top of trends in the industry and in society at large, as well as being current on issues within the organization. To be equipped to make quality decisions, many top notch board members spend more time preparing for board meetings than attending them.