Imagine that you are at work, and you’ve just met with your supervisor. During that meeting, your supervisor directs you to start a new project. Your conversation covers everything from the purpose of the project, the resources available including human resources, the budget, and an agreed upon set of action steps with timelines.
During that conversation, you’ve been free to share your opinion, and your boss, respectful of your experience and track record listened carefully and incorporated many of your suggestions in the plan.
There is no question in your mind that you are accountable to your supervisor to deliver on the plan. At the same time, you know that her “door is always open.”
Which is fortunate, because a few days later as you begin to implement the plan, you find that some of it won’t work. You think it important to make changes. But the plan was approved by your supervisor. So, you should get her approval before making any changes.
Unfortunately, your supervisor is away on a business trip on the other side of the country. So, you can’t just slip down the hall into her office for a chat. Should you proceed without getting her approval for the changes? After all, if she approved the plan, she is the only one who should change the plan.
Out of respect for your boss, and the fact that the matter isn’t more urgent, you decide to wait for her to return your call, probably by the end of the business day.
But what if your boss wasn’t available for another month, or two months, or even three?
Would you wait until she was available? Move up the chain of command? Or, would you act now and ask forgiveness later?
Looking at it from your supervisor’s perspective, she wants results. She has approved a plan which seemingly would get those results without too much risk. What would be her concerns if you changed the plans without her approval?
Obviously, she would have the same considerations that went into her initial approval. The changes should still get the expected results without undue risks.
Let’s switch this up a bit. Imagine now that you’re the CEO and your boss is the board.
The board chair is not your boss. Neither is the executive committee, if there is one.
Instead, you are accountable to the board as a whole. And the board is only the board when it convenes. Outside of those meetings, it cannot make decisions with one exception: the rare email decisions which are allowed in some jurisdictions, but which lack the benefit of real deliberation.
And so, as the CEO, you are pretty much stuck with whatever the board has approved until the next board meeting.
Approaching governance as if the board is “management one-step up” is hardly a case for efficiency! And to be honest, it’s not necessarily effective either.
But how can a board govern, without managing?
Start by hiring a competent and trustworthy CEO. I’m surprised at how often I find boards trying to manage a CEO who is far more capable of managing the organization than the board members. Furthermore, the CEO has a complex web of resource allocations to make which will need to change from time to time.
That doesn’t mean that the board should abdicate its governance role. But waiting weeks or even months for board approval of what should be management decisions just isn’t feasible.
Secondly, be clear about expected results and unacceptable risks without telling the CEO how to achieve those results. Then, let your CEO use any reasonable interpretation of your directives. The more detail the board dictates (approves), the less room for flexibility. As we say in the Policy Governance® community, “govern all you should, not all you could.”
Thirdly, hold the CEO accountable through rigorous monitoring.
We’ve worked with hundreds of boards that have made this transition. The results are transformational.
P.S. When your board is ready to shift from managing to governing your organization, here are 3 actions you can take – at no cost.
1. Book a discovery call
This is a free no-obligation conversation to learn how working with us could support your board in achieving role clarity, proactive risk management, and future focus. Learn if a customized workshop, online learning course, or ongoing coaching might be just what your board needs. Book your call today!
2. Sign up for our upcoming webinar
We offer regular webinars on topics that are important to boards who seek to govern effectively. Caught up in the ‘back to school’ flurry? Your board also deserves an education plan for the year. Sign up for October 2nd and learn what to include and why it’s important. Sign up here!
3. Learn even more about becoming a governing board
Check out the June 2021 issue of REALBoard™ Advisor which had six great articles about creating synergy between the Board and the CEO that you can download at no charge. REALBoard Advisor™