Board-CEO Relationship: A Three-Legged Stool

A Three-Legged Stool

In any leadership situation, including the leadership role assumed by a board of directors, a conceptual trio of responsibility, authority, and accountability share an inseparable relationship. Boards of directors must understand this relationship if they are to succeed. Like the legs of a three-legged stool, they must be kept in balance, or they will not stand. Ineffective boards pay little or no attention to this essential balance. A hands-on board, for example, that refuses to delegate authority but goes ahead and holds the CEO accountable for results sets up that CEO, and the entire organization, for failure.

Because of the traditions and routines of school board meetings, many school boards, in particular, operate as if the superintendent is incapable of responsible action, demanding that any action of significance be brought to the board for prior approval, in “Mother may I?” fashion. Then, even after the board has reviewed and approved the staff recommendation, some boards hold the superintendent accountable for board decisions as if the board itself has no ownership of those decisions. Still other boards assume full responsibility for those decisions, absolving the CEO of accountability for CEO-initiated staff work, all because the board has taken ownership of those actions via the approval process.

Many corporate and nonprofit boards, in contrast, defer to the CEO’s authority once the CEO has been selected and given responsibility for the success of the organization. This creates an imbalance between those two legs and the accountability leg. School boards, too, create such an imbalance during the early phases of their own board-CEO relationship, because after a “national search” they hire someone who they want to believe is a “superstar from out of town.” Accountability is the farthest thing from their collective minds during the early glow after the selection is unveiled and introduced to the public.

An effective board is one that assigns responsibility to the CEO in no uncertain terms, then clearly delegates to the CEO sufficient authority (including resources, board support and freedom of action) to carry out that responsibility. It then ultimately holds the CEO accountable for the use of that board-delegated authority. Balance is essential in the board’s treatment of responsibility, authority and accountability.

3 Legged Stool MoreAnother way to look at these three legs of the leadership stool is to examine their direction. Responsibility is a two-way phenomenon: Looking upward to their owners-stakeholders-constituents, boards are responsible to those who have assigned them their responsibility. Looking downward to the organization and its customers, boards are responsible for those who depend on them and over whose welfare, or to whose benefit, they are entrusted. Whatever the level of responsibility, it must be accompanied by a comparable amount of authority that is granted from above (superior to subordinate) in order to empower and enable them to carry out that level of responsibility. Finally, accountability is required in order to ensure that a board answer (upward) to ‘the boss’ for that delegation of authority, in order to carry out its responsibility.

Illustration:  Sometimes a positive value, in this case a new board member seeking to connect with constituents and staff, can lead to unintended and unfavorable consequences, including imbalance in the responsibility assigned, authority delegated (in this case the authority to conduct union negotiations), and the accountability to which the CEO is going to be held.

Linda had a track record as a community problem solver. Upon joining the board, she set out to identify board issues by visiting schools, interviewing staff, listing concerns, then bringing them to the board. She did this for a couple of weeks. Then the teacher’s union got wise and began prepping staff, on the day before she arrived, at each school she was to visit. Linda was greeted with detailed bargaining issues (agreements and disagreements from the negotiations that led up to the teacher contract), and she raised them in board meetings. Trying to do the “right thing” had led her down a path of naively sidestepping carefully balanced agreements between the superintendent and the union. It took years for the district to recover because Linda refused to admit her school visits were encouraging these “end run” tactics.

In the above example, a new board member unwittingly allowed herself to be used to gain leverage at the bargaining table, a bargaining function which had previously been delegated to the superintendent. Although the board had supposedly delegated authority for bargaining to its CEO, its newest member undermined that authority by bringing issues directly to the board room, without the benefit of context that exists in a full package, prepared through a lengthy process as a result of interaction between the negotiating teams. When this happens, the board needs to figure out how to restore and reinforce balance in superintendent responsibility, authority, and accountability. The board needs to ensure that the words or actions of its individual members are not allowed to derail the work of the board-as-a-whole. Whether the three legs of the board leadership stool are long (indicating significant responsibility and authority and accountability allocated to subordinates) or short, the key for success is to create and maintain balance in the choices the board makes.

Some boards insist on being “at the bargaining table” along with executives and union representatives. This decision has the effect of reducing the level of responsibility assigned to the CEO for the success of the bargaining process. Boards should only make such a decision with their eyes wide open, realizing that they have thus reduced the authority given to the CEO in such as arrangement, because the board has taken “ownership” of the operating details inherent in bargaining. When results are not to the board’s liking, they must remember their decision to withhold some of that prior-delegated authority and should proportionately reduce the level of accountability to which they hold the CEO.