Pro Tip | Good governance = fewer bad headlines

publication date: Oct 1, 2020
 | 
author/source: Ann Rosenfield

Recently, Board governance has been much in the news. The WE Charity scandal included the Board was in some murky relationship with the Kielburger brothers. In the firing of the head of the Montreal Museum of Find Arts which has now led to the resignation of their Board Chair. There are several key issues that these very public controversies raise for you to take back to your Board.

Be sure to have clear terms of reference for your Board and your Executive leadership

In the case of WE, the accountability relationships in the organization were very unclear. The Kielburger brothers had the title of Founder with no clear accountability to either the Executive Director of WE or to the Board Chair. In fact, in WE, the Board Chair reported to the Founders. In the case of the Montreal Museum, the Board over-ruled a hiring decision by the Gallery Director. 

In both these cases, a clear set of terms of reference for both the Board and the executive leader would have clearly spelled out areas of authority including decision making, hiring and firing, and what authority rests with who. With a clear terms of reference as a guide, your Board and executive leadership can minimize conflict where there is lack of clarity about their differing roles.

Be sure to have a clear understanding of your Board's role and your role as staff leader

In both the cases of WE and Montreal Museum, it appears that neither the Board nor the senior staff leadership had a clear, and mutually agreed understanding of their roles. It can be easy, particularly in challenging times like now, for those roles to get blurry.

With financial uncertainty and new ways of providing services, Board members might be temporarily very involved in operations.  This may be particularly true when they have relevant subject matter expertise. Similarly, senior staff, with deep knowledge of their sector, can get too involved in areas relating to the Board. It is important to collaborate but keep an eye on this area to make sure that you are not setting your organization up for trouble down the road. You might want to set a date to review this area in the next 3-6 months to make sure you don't slip permanently into new ways of working.

Be sure to consult with a governance expert to review your policies regularly

One way to minimize conflict in these areas is to have an external governance expert review your policies regularly. While it seems like such a dull topic, you will be surprise the hours of time good policies and terms of reference can save you.

Right now, everyone is working full out. The last thing you need is to have a governance issue derail the important work of your organization. By following these areas, you can help keep your organization running as well as possible and also make sure that the only time you are in the news it is for good reasons, not for bad governance.

Sources for this article

https://www.cbc.ca/news/canada/montreal/nathalie-bondil-sues-montreal-museum-of-fine-arts-1.5731311

https://www.theglobeandmail.com/arts/art-and-architecture/article-montreal-museum-of-fine-arts-board-chair-steps-down-amid-controversy/

Ann Rosenfield is a graduate of the Not-For-Profit Governance program from the Institute of Corporate Directors as well as a Board member and staff member who reports to a great board.

Cover photo by Produtora Midtrack from Pexels



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