Board service is all about accountability. After all, boards are responsible for holding the CEO accountable; boards are accountable to the organization’s constituencies and to governmental regulations.
Yet the board also has a primary responsibility to hold itself accountable. Other than the rare and infrequent attorney general investigation, there are few outside entities that can hold the board accountable. And no staff member – not even the CEO – can hold the board accountable for meeting its obligations and complying with government regulations.
Boards may side-step holding themselves accountable in two ways. To illustrate these distinct accountability avoidance techniques, let’s use the example of a fictitious board member James. He has served on the board for two years and never completed the annual conflict of interest disclosure document. In January of each year, the board chair distributes the document at each meeting and actually follows up with absent board members by emailing the document to them. Staff are responsible for collecting the completed form from each board members and giving the governance committee a report of submitted documents in the February committee meeting.
- “I know he’s had a lot of work travel this year”
- “He offers so much to the board, this must be an oversight”
- “I don’t think James has any conflicts to disclose”
Yet no governance committee member is assigned to follow-up with James to ask why the form wasn’t submitted and set a firm deadline. In the rare instance that the board does speak with James about his COI and set a deadline, it is almost guaranteed that he can serve the remainder of his term without ever submitting the document.
These avoidance techniques are common even among governance committees that have business executives known for making tough decisions in their professional lives. While people may join a board with a passion for the organization, almost no one joins a board wanting to be “the bad cop”. And they definitely don’t want to be “the bad cop” with another volunteer. It’s uncomfortable, and many feel that it will drive away current and prospective board members.
So what is the solution?
- Organizations should be very clear about the responsibilities of serving on the governance committee, which includes ensuring that the board and its members follow the rules established for board service.
- Every member of the governance committee should serve as an example by meeting the standards set and following board policies.
Just being clear about responsibilities and setting an example, however, will not be enough. The organization will also need to recruit one committee member who relishes being the traffic cop – who is willing to say “that person ran a red light and it’s not acceptable”. Ideally this is a diplomatic person who can also have a few difficult conversations without creating too much drama. This may be the member’s primary contribution to the governance committee, but it is a valuable one.