What’s Wrong With (Too Many) Boards?
8 Lessons for Improving Board Performance
“A [board’s] got to know [its] limitations.” – Dirty Harry
Ok, so Harry wasn’t a board member. He didn’t go in for collective action – he acted alone, one man standing against ‘system’. Maybe Harry never uttered these exact words, but if he were advising a board, he might have. If a board is to govern effectively, it must understand its own limitations and develop a strategy for dealing with them. The following three limitations get in the way of boards. They must overcome them to become effective, and some lessons I learned in over two decades of board experience are offered in response.
So what’s the problem with boards?
Limitation #1: ‘Board time’ is limited
a. The board is a part-time body.
Since boards act only when convened in a meeting, they are really only part-time entities. Not only can they not be everywhere at once, they cannot be anywhere much of the time. For example, between meetings ‘the board’ technically is not ‘live’.
On the other hand, the words of a board are continuous in nature, when they are documented.
Lesson 1: Focus on the board’s voice, which keeps on ‘talking’ long after the words are put in writing. Also consider whether the board has already dealt with the issue by documenting its previous decisions…ask the question:
“What have we said in the past?”
b. Board members’ time in office tends to be short.
The tenure of the average board member is not extensive – for example, school board directors average less than 4 years in office, just short of a full term – as individuals board members have limited time to learn the job, and as individuals they have little in the way of institutional knowledge.
But the board as a body can build up tremendous institutional knowledge, especially when the written record is examined. Knowledge that is written down has staying power, and accumulates.
Lesson 2: The board is the only permanent entity on the entire leadership team. CEOs and individual board members may come and go, but the board is permanent.
Limitation #2: The board acts indirectly – through others’ and through written board direction
a. The board acts through others.
Boards have ongoing responsibilities, but they are part-time bodies, so they must ensure the work is done even when the board is not present. Under the executive, employers are the board’s agent in carrying out necessary work between meetings. But we have to acknowledge this as a limitation. The question is: Are staff doing what we (representing the constituency of owners/members/community) want? How do we know?
Lesson 3: Pay attention to the CEO/staff role. We can only get our job done through the work of others, so employees do the work on our behalf. Consider very carefully the guidance (or lack of guidance) the board gives to the CEO.
b. The board works through layers of management.
The intended organizational outcomes may be clear to the board, but to impact desired results, they must work through many layers. These layers include: (1) board member to board; (2) board to CEO; (3) CEO to managers (in larger organizations there are additional layers of management in the chain of command); (4) supervisor to worker. The board must be aware of those intervening layers, but it need not (it should not) try to do the work of management. But that doesn’t mean to ignore operational matters; the board should keep an eye on the business without getting “into the weeds”. Board consultant Jim Brown advises “The best boards keep their noses in the business and their fingers out!”
Lesson 4: Focus on strategic more than operational matters. This advice helps to define the boundaries of board business and staff business.
c. The board directs almost exclusively in writing.
The board provides guidance to CEO and staff through policies; written decision memoranda that are approved during meetings, documented in the minutes and transmitted afterward to those who will carry out those decisions; and plans such as budgets that are approved in board meetings, then are acted on throughout the year. In reality, any official act of the board that is documented constitutes policy guidance if it communicates decisions and expectations that are the board’s voice between meetings. Some of this board voice is long-term and strategic in nature. Occasionally it is short-term and operational. But in any case, written communications are an imperfect form of communications.
Lesson 5: Focus on clarity and long-term language in the board’s written guidance. Ensure that such guidance is clear, and that it can be followed in principle without unduly tying the hands of management with explicit instructions.
Limitation #3: The board is limited by low expectations
a. Low expectations (by boards) impede organizational outcomes.
An example can be found in the public school system. Although many school boards willingly recite the mantra “All students can learn,” their stated good intentions are not enough. If those words are not backed up by a strong belief, they are meaningless. Alan Hafer, in Prisoners of the Paradigm, describes this problem:
“Unfortunately, most Americans and most educators, under the influence of the paradigm do not believe this statement. Worse, the belief system necessary for success is not even welcome in many schools. Successful learning, many believe, is determined by family variables including genetically derived intelligence, socioeconomic status, and attitude toward formal education. According to this group, the experience of schooling will have little positive effect if the student does not have the proper lineage.”
Researcher Carol Dweck has studied this phenomenon in her work on mindset, finding that communicating both a genuine belief in the individual’s (whether student or employee) potential for growth and emphasizing the need to ensure the effort required to get the work done can help change the fixed mindset into a growth mindset, and is highly correlated with later success.
Lesson 6: Focus on growth – not deficits, and effort – not just slogans or good intentions.
b. A “soft bigotry of low expectations” (by others) affects boards as well.
Low expectations impact more than those lower down in the organization. Policy makers, the media, and members of the general public do not expect much from boards. A cursory inspection of existing literature for boards, almost always written by managers more familiar with the CEO role than that of a board, reveals that boards need to be led, managed, even manipulated by their own executive.
There is, of course, nothing wrong with the chief executive being savvy about her board or her board members. But too many executives adopt a patronizing stance of board-savvy manipulator, undermining the board-CEO relationship and diminishing the board’s potential.
Lesson 7: Focus on belief in the board’s capacity for growth – and its need to do the work required – and do not allow management to reverse roles with its boss.
c. Too many boards (expecting little of themselves) are overly dependent on the CEO.
In a recent study, more than half of boards say they “almost always” turn to their CEO for information on which to make board decisions, and nearly nine in 10 do so “often” or “almost always.” This puts the CEO in the position of information gatekeeper, and therefore relegates the board to a subordinate/dependent position.
Lesson 8: Don’t let it happen. The board must be willing to take charge (think “trust but verify”) and commit to developing its own capacity as governing body. It must also believe in the capacity of employees to grow.
Next: What can and should the Board do?