Good Governance: Art or Science?

What is it about governing an organization that makes it such a formidable challenge?

by
Linda J. Dawson and Dr. Randy Quinn

Some organizations seem to govern well.  Results show in the form of high achievement, good interpersonal relations, an organization that operates effectively and efficiently, and strong public or member confidence and support.

But for every board that works well, there seem to be scores of others that simply can’t get their acts together.

What are the outcomes of a poorly functioning board?  Try these: members aren’t seeing value; in the case of school boards, students aren’t achieving as expected; the organization seems to be in a state of on-going upheaval; morale is low; board members fight with each other; the board and CEO are at odds with each other; and, accountability is non-existent.

You know dysfunctional boards when you see them by observing these characteristics:

• They function not as a single unit, but as a collection of individuals with individual agendas.
• No issue is too insignificant to fight about; often the smaller the issue, the more eager members are to fight about it.
• They live in the world of operations, not of results.
• Members do not trust each other, and often not their CEOs.
• Meetings are long and unproductive, unfocused on kids/members and whether they are succeeding or getting value from the organization.
• Meeting agendas are dominated by budgets, bids, bonds, buildings, and bickering.
• CEOs are constantly asking for approval, playing “mother may I?” with the board.
• Every administrative or staff decision is questioned and sometimes reversed, including personnel decisions.

If one accepts the belief that there is an important relationship between what happens in the boardroom and what happens in the organization or classroom, the result of this kind of board behavior can be viewed as nothing short of tragic.

These boards are at best a distraction, and at worst an impediment to good organizational performance. Organizations tend to perform as their leaders lead—or don’t.

Consider this:  Poor board performance is not a fate handed to any board, but rather a chosen option. Boards have within their own power the ability to lead their organizations in different and better ways. Governing well requires a commitment to a higher ideal than is demonstrated by the boards whose behaviors we just described.

Just what is “good governance?” What does it look like? What does it require of a board, and what of board members?

Between us, we have worked as governance consultants with school boards, association boards, nonprofit boards and other types for more than 60 combined years, including in almost every state and on three continents. From our observations, good governance includes two dimensions: one we call science, and the other art.

The Science of Good Governance:  Systems

One of the primary reasons why boards perform poorly is the governing system—or lack thereof—they use to do their work. In most cases, boards have no defined governing system. They have not taken the time and effort as a body to consciously decide what their jobs are and how they should do them. Boards tend to do what they have always done, as they have always done it. They are trapped by their own inertia.

Examples of poor logic and no systems:

• Approving CEO recommendations about operational matters, in many instances after the decisions have been made and are in effect.
• Meeting time wasted on routine, sacred cow items instead of focused on meaningful analysis achievement.
• Agendas formulated by staff rather than by the board – driven by the board’s own annual work plan.
• Evaluating the CEO using a meaningless checklist, as opposed to tying CEO performance to defined performance expectations.
• Failure to self-reflect and evaluate the board’s own performance.
• Failure to recognize the need for strategic and on-going communication and advocacy with the organization’s owners, be they association members or district taxpayers and patrons.

The science of good governance includes the board’s deciding, as a body, what its work is and how to get it done. It is the structural and procedural part of a board’s leadership.

There are established governance models—including our own Coherent Governance® – designed to provide the procedural framework for good governance. Boards using these models develop and implement governing policies that:

1. Identify specific expected outcomes;
2. Express the board’s non-negotiable standards for operational functions and how staff will be held accountable for meeting those standards;
3. Create the board’s own governing culture and accountability for performance as individual members and as a body;
4. Specify the board’s clear delegation of authority to, and rigorous accountability of, the CEO for operational excellence and outcomes.

A fully-developed governance policy manual usually contains about 30 policies—total—and provides for the board all the tools it needs to effectively govern from a broad policy level. Once these governing policies are in place, anything in the board’s current manual, which generally contains hundreds of policies focused on operational matters, becomes the organizational policy manual under the purview of the CEO.

Governing models play an important role in improving board performance and by extension, organizational performance. These models provide the framework for getting work done. They are the board’s governance “operating system” and they fill the void created by the habit of “doing things the way we do because that’s the way we’ve always done it.” They force the board to thoughtfully examine its values and commit them to policy, which then drives all staff and organizational actions.

The Art of Good Governance:  People

The art side is the people part. Most board members are people who choose to be on a board in order to make a valued contribution to the organizations or districts they serve. They check their ego at the door. They focus on the issue, not the person. They engage in their own professional development to be sure they know and understand board work and their individual role. They ask questions and delve into the board’s work using data-driven decision-making. They thrive on diverse opinions, but they drive for consensus.  They manifest integrity and self-discipline.

In our experience, the people part of good governance is the most difficult part to manage. Regardless of the value of the board’s governing system, it is virtually meaningless if the board’s members are not personally disciplined enough to allow the system to work. No system of governance is any better than the people who are trying to use it. If they are not committed to their governing policies and are not able to subordinate their own personal agendas, the result remains a dysfunctional unit.

Developing a sound governing system, including the foundational policies themselves, does not mean that the work is finished. The promise of any model will go unrealized if the people who are trying to use it refuse to contribute to its successful implementation.

We’ve also seen situations where a majority of the board uses its policies and practices good governance, but allows itself to be held hostage by one or two disruptive members. No board can afford to allow its performance, or the performance of the organization, to be hindered by such individual member behavior.

When a member’s behaviors cross the line and become an impediment to the effectiveness of the board and the organization, a high-performing board will confront the issue and take whatever actions available to it to correct the problem.

So, an Art or a Science?

Good governance is both an art and a science. No board, regardless of its good intentions, can lead an organization as complex in this era without a sound, logical structure for doing its job. That structure must include defining the board’s own governing culture, the board’s stated values about how the organization is expected to function from an operational standpoint, clarity about the role and accountability of the CEO, and most important, the student outcomes the board expects and demands.

But the people who have been placed at the board table by the voters must be able to function as an effective unit. They must bring their differences and perceptions to the table for rigorous, but constructive, deliberation.  And then, after the vote, they must be able to rise above personal agendas and preferences and lead the organization in concert with fellow board members.

When these two dimensions of leadership converge, the result is a thing of beauty. It is good governance. We know it when we see it. It would be good if we saw it more frequently.

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Linda J. Dawson and Dr. Randy Quinn are Senior Partners with AGI Aspen Group International, LLC, a governance-consulting firm based in Lafayette, CO. They may be contacted at . AGI Aspen Group website is www.aspengroup.org.