Expert Coaching. Practical Resources.

October 25, 2016


Rose Mercier

“Gotcha” Governance

If you read the title and thought this blog might be about a new approach to governance, you would be wrong. And unfortunately…you might be right.

“Gotcha Governance” occurs when a board or, more likely, an individual director lies in wait for the CEO until just the right moment. They are looking for the opportunity to gain the upper hand or prove the CEO wrong, or put her in a bad light with the board. You can almost hear the zing that accompanies the “gotcha.”

Why would anyone think this is the right way govern?

Good question. I can think of a variety of possible answers. (Notice, I didn’t say ‘good’ answers.)

  • Let’s say that a board or a director doesn’t get the type or amount of information from the CEO that he or she wants. So why not search out that information elsewhere and drop it on the board table with a resounding thud? “See, I got this anyway even though you didn’t help me. Shouldn’t this be your job?…Gotcha.”
    • BUT…wouldn’t it be better if the board – as a whole – decided the types of information that it required to do its job, along with identifying the nice-to-know information about programs, services, or administration that it wanted so directors could speak to members or the public in an informed way? And wouldn’t it be better if the board, as a whole, gave the CEO the authority to decide not to respond if an individual director’s request was going to take a lot of staff time, incur unnecessary cost, or disrupt operations? Perhaps the board could even have that expectation as a policy that they use in governing the organization. Wait…that happens…in Policy Governance.
  • Or what about a director who arrives at the board with a personal agenda based on dislike of the CEO or dislike of the way she is managing the organization in the constituency he represents, and got elected by promising to ‘do something about the CEO’ when he was on the board? What if that same director just ‘arrives’ and without any guidance, tries to figure how to accomplish his agenda or even just learn on his own how to be part of a board? The director might collect anecdotal information, read about other boards or consult Google about ‘ten things every board needs’ or ‘how to evaluate your CEO’…and then wait for the opportune moment to create drama or discomfort with the CEO or the board, and sit back…and wait for it: “Gotcha”.
    • BUT….wouldn’t it be better if the board decided on how it was going to govern, wrote policies that provided guidelines for all of its jobs, clearly spelling out the results the organization was to achieve and boundaries of ethics and prudence for operational activities, and then systematically and rigorously monitored compliance with its policies? Wouldn’t it be a great idea if one of those policies also stated it would provide every new director with an orientation to how it governed, the conduct it expected of each director and provided ongoing education about how to govern effectively? Wait…that happens…in Policy Governance.

I could go on but I think I have made my point. Gotcha governance might be an approach used by some boards or individual directors.  However, boards are always more effective when they govern with one voice and forge a leadership team with their CEO; when there is role clarity, policy that delineates the board’s and the CEO’s jobs; and when the board holds itself accountable and the CEO accountable for doing their jobs in alignment with their policies. When this happens, there is no room for Gotcha Governance.



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