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How Good Governance Really Works

By  James Canales
February 22, 2007

Governance is a hot topic among nonprofit organizations these days, and the discussion often focuses on what boards themselves need to do to be more effective, higher performing, and more accountable. While this focus is commendable, an equally important consideration often missing from the conversation is what nonprofit executives need to do to enable exceptional governance.

To do this, nonprofit leaders should think about their boards in new ways. Rather than a relationship based on the executive managing the board or trustees offering directives, boards and nonprofit leaders should aim for an authentic partnership in leading the organization.

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Governance is a hot topic among nonprofit organizations these days, and the discussion often focuses on what boards themselves need to do to be more effective, higher performing, and more accountable. While this focus is commendable, an equally important consideration often missing from the conversation is what nonprofit executives need to do to enable exceptional governance.

To do this, nonprofit leaders should think about their boards in new ways. Rather than a relationship based on the executive managing the board or trustees offering directives, boards and nonprofit leaders should aim for an authentic partnership in leading the organization.

In that context, here are some steps all nonprofit executives can take to ensure their board members become real collaborators in leading the organization:

Encourage discussion and debate. We have all attended board meetings that are absolutely deadly: Authentic discussion is discouraged, perhaps even frowned upon; differences in opinion are viewed as disloyal; niceties prevail; and decisions are generally predetermined.

In contrast, Jeffrey Sonnenfeld, a professor at the Yale School of Management, has argued for a “culture of open dissent” in board rooms, an approach that is in direct opposition to the culture of civility that dominates so many board discussions.

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Nonprofit executives must foster an atmosphere at board meetings that encourages open conversation. I am not suggesting unstructured, disorganized chaos, nor am I advocating that civility be tossed aside — indeed, I believe that organizing meetings that foster open discussion is more difficult than structuring highly choreographed sessions that discourage and even stifle candor.

The best board discussions may actually not be those where the outcome is unanimity. Indeed, in reflecting on my work at the James Irvine Foundation, some of the best and most robust discussions our board has had included spirited debate and even recognition that not everyone agreed with the eventual outcome.

This happened just recently at one of our board meetings, where several directors had substantive and thoughtful concerns about a specific grant we recommended.

Directors were comfortable raising their concerns; staff members sought to answer their questions, without seeming defensive; a constructive and collegial conversation ensued; and the board voted, though not unanimously, to move forward with the grant. Those whose views did not prevail felt their perspectives were heard, that their views were respected and considered seriously, and that decisions were made primarily on the substance of the argument.

Consider context. The executive plays an invaluable role in shaping the agendas, framing the discussions, and preparing the staff to work with the board. It is far too tempting to fill board agendas with the day-to-day preoccupations of the organization.

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While some of these matters are certainly important, the executive has a responsibility to help the board take the longer view, to ensure that its members are asking hard questions about the future, to expose them to the environmental trends and conditions that might affect the work of the organization, and to always keep an eye on the future while not ignoring the present.

How best to help boards focus on the future? Chief executives can set aside time at meetings to educate board members about the environmental forces at work that affect their organizations and the achievement of their missions. They can also bring in outside experts to lend new perspectives to the issues facing the organization.

Boards should discuss how well the organization is prepared to adapt to a shifting external environment. In doing so, board members will be better equipped to consider big strategic questions, and they will be embracing their stewardship role, which demands, appropriately, that they take the long view.

Demystify the trustees. We should strive to foster a culture in our organizations that humanizes the board, underscoring the value of partnership. In too many organizations, a mythical status is conferred upon the board.

Whether it is by virtue of board members’ stature in the community, significant financial contributions, or public profile, the board is often placed on a pedestal that separates it from the rest of the organization. Fostering this distance is detrimental to the organization in the long run and undermines the board’s ability to do its job.

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The executive, often working with the board leadership, can play a central role in either encouraging or dissuading this dynamic.

For example, executives who point to the board as the reason certain things cannot be done contribute to this detrimental dynamic. The same goes for boards that focus more on the prestige or power associated with their governance role than the actual discharge of their oversight and responsibilities. At its best, executives’ work with the board must be a partnership, with shared purpose yet clearly defined roles.

Nonprofit leaders can move away from this dynamic by taking care to avoid an “us versus them” mentality in discussions with staff members. They can also humanize the board by seeking formal and informal ways for trustees to meet with staff members and other constituents.

At the Irvine Foundation, with a relatively small staff of 37, as part of our board orientation we always have a session that introduces new members to the full staff, providing board members with an opportunity to talk about why they joined our board and how their experiences can help us better advance our mission.

Embrace ambiguity. Promote a tolerance for ambiguity within the boardroom, recognizing that it’s acceptable — even preferable at times — not to have all the answers. The healthy tension created by comfort with uncertainty serves nonprofit leaders well, given that the bottom line is generally more difficult to measure and the ultimate achievement of our missions more elusive.

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It’s much more difficult to deal in ambiguity, but doing so helps to deepen the board’s engagement in the mission of the organization and its sense of shared ownership of the organization’s success or failure. At times, this means an executive director needs to be comfortable not being able to answer every question and permitting the board members to work toward potential solutions.

Leaders also have a responsibility to find opportunities to engage board members with one another rather than just with staff members. That means conversations will unfold in unpredictable ways, but it also means that board members might develop great new ideas or concepts, and they will see themselves more clearly in their role of serving as the organization’s stewards.

Seek excellence everywhere. Insist on a focus on high performance and uncompromising integrity throughout the organization. All executives strive to lead first-rate organizations that are making a difference — and they seek to do this with a deep commitment to accountability and openness.

Those very same standards must exist in the boardroom as well.

To this end, nonprofit executives, along with their board leadership, should be asking questions such as: How can we best facilitate the work of our boards and ensure they are performing at the highest level? How do we support our boards as they orient new directors, evaluate both individual and collective performance, and set and hold themselves accountable to standards of engagement and performance? Do we find ways to share the best practices with our board? How often do we devote time at board meetings to having our members discuss their own performance and ways to improve? If we believe our boards are not meeting high standards in this regard, what do we do about it? What checks and balances have we put in place to safeguard against conflicts of interest, breaches in integrity, and a lack of commitment to openness and accountability?

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In the end, enabling effective governance boils down to this fundamental concept for me: helping boards to take ownership of the organization’s mission and strategy.

My experience in the foundation world has taught me that ownership of the foundation’s work often resides with the leader, the staff, or both. It has concerned me, therefore, to observe a trend that when certain staff or leaders leave organizations, often the focus and priorities depart with them.

While it is essential to provide staff members with authority and autonomy to do their best work, I do question whether boards in such organizations understand and agree with the foundation’s strategy and directions. If they did, wholesale change after executive transitions might become less frequent at foundations and perhaps more gradual and considered.

Effective governance is vital, but we must remember that it is ultimately a means to an end. While it deserves close attention, effective governance cannot become the Holy Grail in and of itself.

As we work to improve our boards, let us remember that we do so to achieve our organization’s mission and the resulting benefit to society, as it should be.

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James E. Canales is chief executive of the James Irvine Foundation, in San Francisco. This article was adapted from a speech he delivered to a national conference held by BoardSource, an organization in Washington.

We welcome your thoughts and questions about this article. Please email the editors or submit a letter for publication.
James Canales
James Canales is president and trustee of the Barr Foundation.

Op-Ed Submission Guidelines

The Chronicle’s Opinion section is designed to spark robust debate about all aspects of the nonprofit world. We welcome submissions that provide new insights and promote innovative thinking about leadership, fundraising, grant-making policy, and more.
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