BOARD EFFECTIVENESS

Are you getting the most from your board? Do you organize yourselves effectively and do the processes you use help or hinder?

Boards are notorious for being less than the sum of their parts. Too often despite each individual’s strengths, the group is not very effective. It is worth investing time and effort to ensure your board brings out the best in its members. It will also make it more rewarding for all involved.

It’s important to stay focused on your purpose, and not get distracted. It is also important to get practicalities right. If you can streamline routine tasks it makes space for more strategic work:

• effective meetings
• clear roles
• working groups and sub-committees
• board policies
• an annual work plan or board cycle.

Effective meetings

Do you have good meetings or are they long, ineffective and frustrating affairs? Has the board ever reviewed its meetings or considered how they could be more effective? The chair has the key responsibility for ensuring a meeting is effective but if you are a participant you too can help. You can help the chair by asking what decisions need to be made, or you might offer to lead a review of how the board could improve its meetings. Some pointers are given below.

Purpose and content of meetings

Is everyone clear about the purpose of the meeting and each item on the agenda? This will help you decide who should be there, what information is needed, and what outcomes need to be achieved. It helps to state whether the agenda item is for information only, for ratification, to generate ideas, or for the decision?

Practicalities of meetings

The venue, timing, accessibility, papers are all essential ingredients in a meeting. Check that practicalities are helping and not hindering your meetings:

• Are papers clear and to the point?
• Have they been circulated in good time?
• Does the paper provide enough information to make a decision (if that is required)?
• Are risks and resource implications highlighted?
• Are there specific recommendations?
• Do you want to agree on a standard format or approach for Committee papers?
• How will your decisions be recorded?

Behavior within meetings

It helps to agree on ground rules and to ensure they are respected. For example, an agreement that mobile phones be turned off, only one person to speak at a time; the importance of declaring any potential or actual conflict of interest, no one person to dominate. You may wish to display the ground rules in the meeting room.

Time management during meetings

Do your meetings feel rushed? Does too much time go on small issues at the expense of the more important ones?

Arrange the agenda to ensure the most important items are given enough time. Manage overlong or rambling contributions by drawing discussions back to the purpose. Check that progress has been made on action points agreed at previous meetings.

Some charities and nonprofit organizations use a consent agenda. This means that uncontentious or routine items are grouped together and it is agreed to approve them all without discussion. If a trustee or board member does not feel the item should be taken by consent then it is discussed. This approach can free up precious board time.

Formalities in meetings

With formal meetings, it is important to be aware of any rules and regulations apply, for example, minimum numbers required at the meeting. Mistakes made in calling or running a meeting could result in it being declared null and void and any decisions made invalid. The governing document may, for example, require specific procedures for the calling and conduct of an Annual General Meeting.

Formality has its place especially when the board is making decisions– but there is room for creativity when the Board is fulfilling other functions such as generating ideas. You could use other techniques during your meetings, for example, make use of presentations,  brainstorming,  group work and other techniques to make your meetings engaging and effective.

For more, see Making meetings work.

Roles of board members

It can be helpful to spread the work of the board by agreeing to specific roles. Your governing document may require you to have certain roles such as chair but you may have freedom about creating other roles and deciding their responsibilities. The most typical roles are:

Chair: typically has responsibility for chairing meetings, for managing the chief executive (if you have one) and perhaps to represent the organization externally

Vice-chair: either someone acting in support of the chair or specifically someone to deputize when the chair is not available

Treasurer: typically takes the lead on financial affairs ensuring the board has the appropriate financial information and understands that information, the aces with professional advisers such as auditors of independent examiners.

Secretary: secretaries are more common in smaller organizations or those without staff. Duties typically focus on ensuring meetings are well-run and on minute taking.

Company secretary: is responsible for ensuring the organization complies with company law, for example, filing an annual return and advising on any change of directors. This is usually a staff role if you have staff. It is no longer mandatory for charitable companies to have a company secretary.

You may want to agree with other responsibilities, for example, to ask a trustee to focus on marketing or fundraising. Do not forget however that decision must be made in accordance with your governing document.

In the case of charities, decisions are made collectively by the board, not by individual trustees. Unless the board has explicitly delegated authority to its offices they may act only in an advisory capacity. They should also take care to keep the board informed.

Committees

Committees and working groups can be very useful in supporting the work of the board. Audit committees, for example, can focus on ensuring sound financial and risk management and complying with the law.  Whether you need committees depends on your activities and size. Larger charities, for example, may find it useful to have one or more committees dedicated to important areas e.g. finance, policy, or fundraising.

Advantages of committees

• a small group can look at an issue in more detail
• it can help you make better use of the expertise on your board
• it may be an opportunity to involve people, not on the board such as staff or advisers

Disadvantages

• more time is required by board members
• committees can lose focus
• committees may prolong the decision-making
• the board may fail to engage with the issue either because it is less visible or because they defer too much to the committee.

Before you set up a committee consider:

• Does our governing document allow us to refer this issue to a committee?
• What will the terms of reference be, paying particular attention to the committee’s purpose, powers and how will report back. You should also set out its membership who chairs it, frequency, the minimum number of members and duration.
• Do you really need a standing committee, is a temporary group more appropriate?

Regularly review the work of your committees to check they are necessary and effective.

Remember that the trustee board is ultimately responsible for the decisions made by any working groups or subcommittees.

Board policies

It’s helpful to create some core policies that clearly set out how the board works. These are specifically for the board rather than policies for the whole organization. Board policies help ensure that board member, whether directors or charity trustees are clear about what is expected of them. The scope and complexity of your policies will depend on the size and scope of your organization.

The following list highlights the more common policies.

• role descriptions for the trustees and honorary officers
• conflicts of interest policy
• terms of reference for committees (if you have any)
• delegation
• trustee expenses policy
• training and development of trustees
• board review
• code of conduct for trustees.

A plan of work for the board

Do you have a plan of work for the board? Without a plan, it’s likely you’ll be driven by current events, external pressures or by what staff chooses to bring to the board.

It is worth considering having a plan or a work calendar for the board outlining when you intend to tackle substantial items. This should include the following:

Mandatory items: There are certain things you must do every year such as agreeing on a budget and compiling an annual report. It makes sense to schedule these for the same time each year.

Governance items: It’s important to make time to update and improve your governance. It helps if you schedule time.

Oversight of the organization: What information reports will you need during the course of the year? Are there organizational priorities you need to keep a close eye on? How are you keeping up-to-date with how your beneficiaries or supporters feel about the organization?

External perspectives: It is essential to be aware of how the environment of your organization is changing. Are the needs of your customers or beneficiaries changing? What are other organizations doing? Do you need to rethink how you are achieving the charity’s objects? Should you be considering closer working with other organizations in your field?

A plan will help you cover all you need to but don’t be a slave to it. Create flexibility and space for creative thinking too.