Issue 14

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BoardWorks International
Issue 14, 2013

Are Your Board and Management on the Same Side of the Net?

I was told once by a chief executive that the greatest challenge she faced in her job was the need to protect the organisation from its board.  I soon found that other members of the senior management team also thought about the relationship as a matter of damage control. An attitude like this is hard to disguise. Board members experienced the executive team as dismissive and disrespectful. This chief executive wanted the best for her organisation and its stakeholders but she lacked understanding of the role and potential value of the board.  It made effective teamwork between her and the board - her employer - practically impossible.  For its part, the board was committed to achieving the highest possible standards of corporate governance. Members were not prepared to be talked down to, obstructed or otherwise disrespected by the senior management.  It was not too long before the chief executive's tenure came to a premature end.

This situation was a good example of how a sporting analogy might be helpful in thinking about the fundamental nature of the board/management relationship. (1) This was clearly a case where management viewed the board as like a tennis singles opponent rather than as a doubles partner. Unsurprisingly, the board was drawn to a similar view of management.

At the heart of the problem was that board members were treated as 'outsiders'.  The organisation in question was a university. Each member of the university council was a person of some achievement but, excepting a nominal staff representative, none was an educationalist let alone an expert in tertiary education.  In the eyes of the managerial and academic leaders of the university, therefore, council members were simply not 'qualified'.

It is not uncommon for executive and professional staff to feel obliged to guard and protect the special qualities of their institution which they see as inherently unknowable by outsiders. Board members are consequently patronised and held at arms length but few who are competent and confident are likely to accept this form of marginalisation. The stage is set for conflict.

The potential for conflict increases as the composition of governing boards trends away from 'representation' to 'skills-based' membership.  Once, board members could be relied upon to be relatively passive and benignly supportive of management and professional staff.  Today, boards are under pressure to drive organisational performance.  They are likely to bring a wider range of corporate and commercial disciplines to bear on an organisation's activities. This increases the risk of cultural misalignment and conflict between board members and professional leaders.

Conflict does not solely result from institutional loyalty.  In many types of organisation employees also display a strong, perhaps even a primary, loyalty to their profession.  Often there is an added sense of moral superiority because of their profession's espoused commitment to serving 'the public' or 'the community'.  Attitudes like these are deeply ingrained by the training and socialisation processes of some professions.  For example, as a one-time hospital and health service chief executive looking for possible service enhancements I encountered the rejoinder 'but we are doctors' (meaning 'what we do is not capable of further improvement').

Responsiveness to the needs of particular employers or local circumstances often comes second to the application of universal truths as seen through the eyes of a particular professional group.  Board members who are not part of, or in some way acceptable to, that particular professional group, are labelled, pigeonholed and dismissed as ignorant and uncaring.  Board members from the business (i.e. profit-making) world are particularly likely to find themselves the subject of unflattering, even hostile epithets along these lines.

It is understandable given the social problems they have to deal with that many not-for-profit and governmental organisations also have a culture of 'niceness'.  However, the way people are expected to engage with each other in such organisations is sometimes respectful and empathetic to a fault.  Wishful thinking and the expression of good intentions about 'doing good' also seem more important at times than making difficult choices and delivering results.  'Political correctness' is rife and any form of challenge to prevailing values and norms of behaviour is frowned upon.  This means staff members are less accustomed to hearing and dealing with constructive criticism than in some other organisational settings. They are inclined to be unresponsive or defensive when challenged by their board.  Some board members readily interpret such behaviours as suggesting at least some degree of incompetence.

Board members need to be alert not only to the risks of conflict, division and distraction that flow from the potential estrangement between board and staff but to fundamental barriers to performance.  An example is the withholding and manipulation of information.  Most governing boards are dependent to a significant degree on the quality of reporting by management. If staff feel they have to somehow 'oppose' or protect against their board there may be a reluctance to report fulsomely and openly.  Moreover, there are likely to be efforts to paint the board into a decision-making corner where all roads lead to one 'right' (preferred) answer.

Experienced board members tend to have a good nose for this type of manipulation and can address it head on.  However, more insidious and less easily dealt with is a form of subtle intimidation that is often involved.  The type of high achieving individuals often appointed to the boards of organisations dealing with worthy social and public sector challenges do not want to appear ignorant, poorly educated or unsympathetic.  Nor do they necessarily want to contest with (and risk being bested by) staff who are clearly the experts in the work of the organisation.  Consequently, many fail to speak up when they don't understand or disagree with something.  The phenomenon of individuals - highly competent in other situations - 'parking their brains at the door' when sitting on a not-for-profit board, has been widely acknowledged.

Lest this be a one-sided analysis there can be no doubting that many 'outside' board members are equally dismissive of, and antagonistic towards, their internal colleagues.  Looked at through the eyes of executive and professional staff there would be a very unflattering picture of many boards. You would see directors who are frequently impatient for, and ignorant about, the achievement of results in highly complex (and sometimes intractable) situations and where the organisation they govern is often highly dependent on the performance of other parties.  Such directors are frequently intolerant and dismissive of the professional mores and operating modes of the staff the organisation depends on.

If the relationship between board and staff is not to become dysfunctional it demands, therefore, an honest and open exploration of the challenges it presents.  The starting point should be an earnest attempt by board and management together to find common ground from which to collaborate.  The next step is to acknowledge the importance and value of differences in thinking. Both chair and chief executive must actively 'walk the talk' in this respect. It means creating a culture of inquiry in which people feel comfortable to 'agreeing to disagree'. It requires board members, in particular, to be able to 'disagree without being disagreeable'.  It requires mutual understanding and respect for others' roles and responsibilities. Board members at the very least deserve respect for the responsibilities they have and the office they hold as well as the skills and experience they bring to the table.  Executive and professional staff must be given space to do the job they are paid for and deserve respect for their knowledge, expertise and commitment to the organisation.  Mutual acceptance that each other's motives are positively aligned to the achievement of organisational success is also fundamental.

Much of this boils down to the establishment of trust.  Without trust there is little or no foundation for a successful collaboration.  The initiative here lies primarily with the board.  To the extent that staff are prone to adopt a default position that 'the barbarians are at the gate' the onus is on the board to provide the necessary assurance that 'we are in this together and we are here to help'.  Effort should not be one directional; staff have a major part to play as well. At the heart of a trusting relationship are communication and the way information is exchanged.  Reporting should inform and demystify rather than obscure and exclude.  As the primary suppliers of the information on which the board is reliant the initiative here lies primarily with staff.

Both parties need to approach the relationship with open minds recognising that board and management perspectives are complementary.  As Robert Greenleaf once described it, organisations need both external (board member) and internal (executive and professional) leadership. (2)  A 'them and us' relationship between board and staff signals the failure of both parties and probably of the organisation as well.

If this is a difficult conversation to start, a good way into it may well be to use the relatively neutral tennis reference referred to in the title.  Where are we along the continuum from a highly integrated and interdependent doubles team to singles opponents intent on grinding each other down until there is a winner and a loser?


(1) This was shared with New Zealand audiences by Harvard University governance expert Prof. Richard Chait when he visited some years ago.

(2) Robert K Greenleaf (1977) Servant Leadership: A Journey into the Nature of Legitimate Power and Greatness. New York, Paulist Press.

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