Boards that govern. Not boards that admire, and not boards that meddle. For small and mid-sized companies and non-profits where everyone means well and the meetings still don’t decide anything.
The two failure modes
Admiring, or meddling
An admiring board receives a warm update, asks two gentle questions and thanks management for their hard work. Everyone leaves feeling good. Nothing has been governed.
A meddling board wants to talk about the website, the hire in accounts, and a supplier someone’s cousin recommended. Management stops bringing real problems, because real problems attract help nobody asked for.
Most underpowered boards are one or the other, and usually they got there through goodwill rather than incompetence. Nobody ever told them what the job actually was.
What I do
Four things, usually in this order
Reset the chair and chief executive relationship. Almost every board problem is really this relationship, unspoken. Who decides what, what gets escalated, what the chair does between meetings, and what the chief executive is allowed to say when things are going badly.
Rebuild the board package. Most packages are either forty pages nobody reads or four pages that hide everything. A good one tells directors what changed, what’s at risk, and what they’re being asked to decide, and it arrives early enough to be read.
Make the meetings decide. An agenda built around decisions rather than reports. A decision log. A cadence that fits the business rather than the calendar. Onboarding, so a new director is useful in month one instead of month nine.
Then stay available. Usually to the chair or the executive director, quietly, for the awkward questions that don’t belong in a meeting. That’s often the part that matters most and it’s rarely on anyone’s scope of work.
Why me
I’m doing this now, not remembering it
I chair the board of Foundations for the Future Charter Academy, Canada’s largest charter school system. I sit as a director on another board. And I spent close to seven years on the board of the Canadian Health Food Association, finishing as Chair, having chaired the governance and nominating committee and the HR committee on the way.
I hold the ICD.D through the Institute of Corporate Directors, with the Director’s Education Program at Rotman.
More usefully, I’ve been the management that wasn’t telling the board. I know which numbers get presented in their most flattering frame, because I’ve framed them. That’s a different kind of qualification and it’s the one that makes me worth having in the room.
Board seats
Occasionally, and selectively
I take a small number of board seats, appointed through your normal process rather than by handshake. I won’t hold a seat and sell services to the same organization at the same time. Directors who do that are how boards lose their nerve.
I’ll also tell you up front what else I’m on and where it might rub against you. If it’s a real conflict I’ll say no rather than manage it quietly.
What it costs
Value first, paid after
A small base to begin, then a fair share of the value once you’ve seen it. Board seats run on a normal retainer, because that’s a defined and ongoing obligation.
Never hourly. A non-profit shouldn’t be deciding whether it can afford to ring me.
The outcome
Good governance, made ordinary
The aim isn’t a better board in the abstract. It’s meetings people don’t dread, decisions that get made when they need making, and a chief executive who can say the hard thing out loud without it becoming an incident.