Proactively define roles for your board and make it a regular activity

• Published date: 01 January 2018
• Date: 01 January 2018
• DOI: http://doi.org/10.1002/ban.30598

Editor: Jeff Stratton

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View this newsletter online at wileyonlinelibrary.com • DOI: 10.1002/ban

Proactively dene roles for your board

and make it a regular activity

Every once in a while, I hear from a subscriber

who reminds me: Just when you think you have

heard it all, you find out you haven’t.

It’s good for me to hear these stories because

they reinforce an important concept: You have to

be proactive about defining roles for your board.

This must be done continually for it to take hold.

Here’s the story from a Wisconsin administrator:

“I was at a monthly board meeting yesterday for

another organization where I have served for many

years,” the administrator said. “We were discuss-

ing a wish list of capital projects, realizing that we

only had about enough money to do perhaps 25%

of the items on the list.

“When board consensus was that one particular

project should not be done at this time, a board

member announced that he had done his own

investigation and met with employees who thought

this project was an immediate priority.”

This was news to the CEO and the rest of the

board. “I asked several questions of senior staff at

the meeting and was convinced that the project in

question had been examined from every angle and

was not an immediate priority. I was quite shocked

that a board member would unilaterally decide to

conduct his own investigation.

“It implies that we as a board do not trust the

CEO to give us the total picture on the issue,” the

administrator said. “Yet, in the CEO’s monthly re-

port, he had addressed the issue and had also alert-

ed the board that there were ‘lingering concerns.’

“If nothing is done about the board member’s

staff ‘investigation,’ my concern is that the next

time there is an employee concern, they will again

contact this same board member and bend his ear.”

After the meeting, the Wisconsin administrator

sent an email to both the board chair and the CEO

regarding his concerns. “I was hoping the chair

would take the board member aside privately prior

to the next meeting and gently explain that the

role of board members is not to conduct unilateral

investigations and that doing so can undermine

the authority of the CEO, despite perhaps having

the best of intentions.

“I also suggested to the CEO that he needs to

subscribe to Board & Administrator,” he said.

The board’s chair did not respond to his first email

where he stated that the board member who did the

investigation should be privately told that such be-

havior is not appropriate for a governance member.

“Two weeks later I sent a follow-up email and

the chair said he was afraid that if the board mem-

ber was confronted that he would quit and that

this board member generally had good insights on

issues,” the Wisconsin administrator said.

“I responded that I didn’t think we should risk

the problem just going away on its own and that as

board vice president, I would be willing to be part of

January 2018 Vol. 34, No. 5 Editor: Jeff Stratton

continued on page 4

INSIDE THIS ISSUE

Continuing education key to engagement 2

Process builds a self-correcting board 3

CEO: Motivate and inspire your board 5