The Key Governance Questions All Boards Must Answer

Jack Shand, CMC, CAE

© Leader Quest and Jack F. Shand

What are the seven most important questions the Board of Directors needs to answer? Leader Quest has developed the Seven Essential Governance Questions to lead governing bodies and senior staff to become best in class organizations. Work with the Board of Directors to establish clear, specific answers to these questions so there is shared ownership of the Board’s role and responsibilities, and also discuss how the answers to these questions will be implemented.

  1. What is the role of members in setting this organization’s agenda?

  2. What is the Board’s role in setting this organization’s agenda?

  3. What is the role of the chief staff officer (e.g., executive director)?

  4. What role might committees have to add-value?

  5. How can the Board be more strategic?

  6. How are the following accountable?

    • Board of Directors?

    • Staff?

    • Committees?

  7. What are the indicators or measures of

    • Organizational success?

    • Board success?

    • Staff (CEO) success?

Some key principles Boards must embrace and consistently apply:

  • Members must drive the agenda and the organization needs to be disciplined in reaching out to engage members in formal ways (e.g., town hall meetings, research, report cards), and the Board must do this on more than a once-in-every-few years basis.

  • Organization performance must be tied to the priority goals and strategies the Board has set to increase value for members, and performance must be measurable.

  • If the Board and staff are not truly operating in partnership, the organization will never realize its potential.

  • Time to think heretically – if all committees were eliminated, what would be the consequence? Some committees no doubt bring value – the nominating committee for example - when it is doing its job well. But, in evaluating committees, see the next point.

  • You cannot hold staff (or anyone else) accountable for work they do not control. The saying “too many chefs spoils the broth” applies here.

  • Align accountability with responsibility. If there is a volunteer committee responsible for an event, and the event loses $50,000, who is accountable? If a volunteer is not prepared to be accountable, then the responsibility should be given to staff. Conversely, no Board should sanction or discipline an employee if the result is not a direct staff responsibility.

  • Always define the deliverables in ways that can be measured, so success will be clear to all. As Peter F. Drucker pointed out, “what gets measured gets done.” Conversely, if you cannot measure it then it must not be important.

  • Many organizations struggle with governance. They know it isn’t quite right, despite spending a lot of time and effort improving it. The real challenge is the commitment to change, to embrace what will work and being prepared to abandon old traditions and comfortable thinking. Organizations must invest in developing those who govern through continuous learning. Ensure that time and money is allocated for Board development. Be prepared that it will take time, discipline, reinforcement, and commitment to become a great Board.