Dottie Schindlinger, Executive Director of the Diligent Institute – the corporate governance research arm and think tank of Diligent – was a founding team member of BoardEffect. She will be the emcee of this year’s Modern Governance Summit, the world’s premier gathering of governance, risk, audit, compliance and ESG professionals, taking place in Austin, Texas, September 12-14.
It’s now more important than ever before that your board of directors is highly engaged in the mission and business of your organization. Since Covid, the bar has been raised on board performance – it’s no longer sufficient (if it ever was) for board members to simply show up to meetings, nod their heads in agreement, and go home. Your stakeholders want tangible evidence that your organization is fulfilling its mission. Your board members – as the owners of your organization’s mission – are in the crosshairs of this scrutiny. Board engagement is critical.
While much has been written on the topic of board engagement, most of the literature provides only proscriptive lists of “to do’s,” many of which are aspirational and difficult to implement. We thought we’d take a stab at a different approach by identifying what NOT to do. While not comprehensive, this list represents seven activities that can derail board member engagement, produce feelings of frustration (and inadequacy), and foster an environment where both staff and board members lament that the board is disengaged.
In no particular order, here are seven activities that can destroy board engagement:
1. Don’t provide board members with clear job descriptions, or share your vision of what board engagement looks like.
Finding and retaining top talent for your board requires having a clear set of expectations that can be shared with prospective candidates. The best board candidates want to know your specific expectations for their performance. They want to know not only how many meetings they must attend, but what attendance at those meetings will mean – in other words, how they can add value and gain understanding by participating in meetings. They want to know that their talents, experience, and networks will be tapped in meaningful ways. This is where technology can be extremely helpful – by providing a New Board Member Handbook that includes a detailed “board member job description,” connecting to board members’ networks, and offering opportunities for board members to provide feedback on ways they want to engage throughout their terms of office.
2. Keep the on-boarding process for new members brief. Just have a quick orientation meeting; they’ll figure out the rest.
Once you’ve succeeded in finding the perfect board candidates, it’s important to on-board them successfully. Unfortunately, many “New Director Orientations” start and end with a tour of the organization, its key programs, mission, history, and staff. While this information is helpful, it doesn’t prepare the incoming board member for the role you need her/him to play. It’s more important to help new board members understand and assimilate into your board’s culture – arguably the single most important factor determining board performance. A good practice is to offer new members ways to learn the board culture – through a board “mentor,” through reviewing past board discussions (not just past minutes), and by spending social time with other members.
3. Don’t involve board members in activities beyond the board room.
Nobody joins a board because they love attending meetings; people join the boards of organizations whose mission/business they find compelling. To ensure your board is highly engaged, it pays to find ways to tap into board members’ interests. Chat with your members and check out their LinkedIn profiles to learn about other ventures that matter to them. Involve board members in programs, events, meetings, and other opportunities to interact with stakeholders – leading them to fresh insight into your organization’s mission and business.
4. Make sure your board meetings have few – or no – opportunities for meaningful discussion.
Many board agendas are laden with presentations of reports and scant expectation that board members will do anything other than listen politely, ask clarifying questions, and vote their approval. Nothing could be less likely to engage board members. Spend a little time in advance of meetings asking board members about the issues that weigh most heavily on their minds, and use this insight to inform the meeting agenda. A great first start is to schedule a standing meeting between your CEO and Board Chair a few weeks prior to each meeting – to check in on topics for the next meeting. Share a draft of the agenda with the board and ask them to weigh in on which topics should receive the most discussion. This strategy not only creates “buy-in” from the board for the meeting agenda, it also allows board members a channel to shine light on which issues they believe are most critical for the organization.
5. Make it clear board members shouldn’t question assumptions; probing questions are unwelcome at meetings.
Board members can have the greatest impact when they ask the right questions . In some boardrooms, however, it takes an incredible amount of courage for a board member to ask a difficult question, or to challenge an underlying assumption – particularly if others have a vested interest in the status quo. Yet, the greatest insights can occur when we push beyond what we already know (or believe we know) and reframe the issues. Generative thinking – a best practice in board rooms – requires a culture of open inquiry, respectful dissent, and introspection. The ideal balance is shared governance – a culture where both staff and board recognize they are partners in stewarding the organization’s mission, and as such they are obligated to ask the right questions.
6. Make sure board members receive materials for board meetings at the last possible minute.
Many a CEO has lamented that board members arrive at meetings clearly not having read the materials in advance. Yet, many of these same CEOs don’t recognize that their board books have become so labor-intensive and bloated, board members receive them only a few days (or hours) in advance of each meeting. Getting the right information to the right people in the right format at the right time is critical to good decision-making. Using board management software to prepare and deliver timely board materials is a best practice.
7. Make it really hard for board members to find information – don’t allow them to satisfy their own curiosity.
Imagine how difficult your day job would be if you were never able to explore information without someone handing you reports, not able to dig through past data and discover patterns. This is the reality for many boards – they have no opportunity for “self-service”; if they have questions, they must ask a staff person or dig through old paper board books to supply an answer. This approach is the wave of the past. Boards are expected to be good students of their organizations – to ask tough questions, spot trends, gain insight, and exhibit foresight. Like good students, they need access to reliable information sources so they can do their own research. You can provide your board with access to past records, and curate the content by topic to make trends and patterns easier to spot.
Increasing board engagement is not only critical to the performance of the board, but also the organization as a whole. Making sure you stay away from the seven aforementioned “sins” of board engagement can have an immediate effect.