- Posted by Richard Stringham
- On January 22, 2020
- Board Leadership, Board Role, Board Self-Evaluation
In this age of disruption, what follows might seem heresy. We are encouraged to think outside the box, to view our businesses differently. I’ve no quarrel with that. But I’ve been witnessing some boards in which board members are shirking discipline and, in some cases, doing so because they want to make changes. Again, I don’t take issue with making change. However, avoiding discipline is another story.
So, let’s examine some aspects of discipline and how that applies to governing boards.
Discipline does not prevent a board from blue-sky thinking or deep, meaningful conversations. Instead, discipline enables the board to carefully expedite those items that are required to fulfill the board’s fiduciary duties (e.g., performance monitoring), yet are less forward thinking in nature. By expediting those items, the board frees up its time to engage in meaningful, value added explorations of the future and connection with its ownership.
Discipline does not prevent a board from communicating with staff. Instead, it recognizes clear lines of authority and accountability and ensures that it does not interfere in those areas that it has delegated to others. It knows that if it does so, it undermines the confidence others place on the board’s commitments. The resulting lack of confidence leads to management reverting to a game of “mother may I?” which in turn leads to a more cumbersome approach to command and a loss of both effectiveness and efficiency. Would the owners really want such a reduction in performance?
Discipline cannot co-exist with laziness. Let’s face it, if you are going to exercise, you need to get off the couch! If you are going to contribute meaningfully at the board table, you need to do your homework. If you want the right people on your board, you need to expend effort to clearly identify what you need, who has the right attributes, recruit the right candidates, and provide those determining the results (electorate or appointing authorities) the needed information. If you really want to represent the values of your ownership, you need to proactively engage a representative sampling, not just await and react to special interest groups.
Discipline need not require getting more information. Instead it requires that the board gets the information it needs. Too much is not only overwhelming; it can also distract board members from their value-added work.
Discipline requires knowing your governance system and learning to better understand it. Imagine a profession in which the professionals are not on top of their discipline (i.e., the theory and application of their respective field). If the board is entrusted to act on behalf of the owners, should the owners not expect professional quality governance from their boards?
And finally, discipline does not prevent board members from challenging the standard operating procedures. However, the board does so at an appropriate time and place. It also expects that such examinations are conducted within the context of the whole governance system, assuming that there is a governance system in the first place!