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A Ne
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Inform
mation Exchange reso
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ucker Branham, Conssultant
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A New Way: The Governance Committee For many organizations, Board leadership tends to be dominated by an Executive Committee which seems to hold all the cards. They have access to the most information about the organization’s operations and challenges but they too often tend not to share enough of that information with the full Board. The result? A small cadre of leaders, stressed to the hilt with the burdens of their role and a board populated with members who aren’t sure if they can trust their leaders, are often in the dark about the issues that affect them and their organization, and aren’t offered the opportunity to actually do anything. For years, this has been the status quo. Now, there is an alternative! About 20 years ago, organizations began experimenting with the Governance Committee model. Gradually, that approach has taken root and now, as we emerge from one of the worst economic downturns in recent memory, the time is ripe to give this more effective model a real chance. WHAT IS A GOVERNANCE COMMITTEE? Also called a Committee on Trustees, a Governance Committee often starts as a Nominating Committee that adds equal measures of recruitment, education, and engagement to its list of responsibilities. Where a Nominating Committee is simply charged with gathering names from members’ networks, the Governance Committee’s mission is much more comprehensive: build a board full of passionate, educated people, intelligently chosen and constantly improving. This robust new Committee is a true culture changer. In those organizations in which the Executive Committee has held the reins, there is always the potential for stagnation—new blood is rarely introduced into the decision making process—and distrust—as key decisions are made by a small minority and then presented to an uninformed majority as fait accompli. By contrast, a Governance Committee ensures that operations are transparent, that the flow of information between the Executive Committee and the rest of the board is fluid and two‐way, and that everyone is invited to participate in making major decisions. This Committee should be comprised of high‐stature, high‐value board members who know both the board and the organization very well. Remember, they are to be the educators and the ambassadors to the rest of the board so they must be passionate about both and be articulate and precise in their communication. WHAT DOES IT DO? The roles and responsibilities of the Governance Committee can be broken down into several important categories: Recruitment Like the Nominating Committees of old, the Governance Committee is in charge of selecting new members for service. But, unlike the traditional process that can involve little more than a cursory review of names suggested by various sources, the process initiated by the Governance Committee is more like cultivating a prospective donor than it is “hiring” a new board member. This new Committee is more thoughtful about whom it chooses from the very start. How will these people contribute? What skills and talents do they have that can truly advance the mission of the organization? Are they passionate for the cause? And, of course, what capacity do they have to give and influence other prospective donors? It is also important to find out what THEY want from this experience. What are they looking for? Why are they passionate? What do they need to have the best possible experience and the greatest engagement? And, just as cultivation of a donor can’t happen in a single meeting, recruitment of stellar board members will take time. Getting to know each prospect and being crystal clear about your expectations before an invitation is ever extended is critical to your seeding the board with dedicated, long‐time partners, not just names to fill your letterhead. Education Board members rarely admit to liking “training” but everyone wants to feel informed and everyone likes to know that development of their skills is a priority for the organization they serve. The second role of the Governance Committee, then, is to give all board members the support they need to become better board members. Part of the key to creating a solid education program is to know your board members really well. This should be easy if the care in recruitment mentioned above is actually exercised. If you know from the start what each member wants, what turns him off, and what his strengths are, you’ll know what he seeks from service and what tools and educational topics will help him get there. Board retreats are a great opportunity to share with your entire board at once, but the Governance Committee should consider any chance to interact with a member as an opportunity to advance his or her understanding of their role, to share knowledge about the organization, or to enhance skills that will ultimately help the organization. Board Satisfaction One of the Nominating Committee’s greatest failings is that once they selected new members to join, they saw their work as complete. They were never charged with following up. They did not conduct board satisfaction surveys or communicate with members to determine how to make the experience better. This model all but guarantees that good board members are lost to bad experiences the organization learns about too late—if ever. The Governance Committee, by contrast, stays very connected to all the board members. Because they are constantly educating and sharing information, they are always building rapport, making it easier for an unhappy board member to approach them. And, just as the recruitment process should resemble the donor cultivation process, attending to the board’s satisfaction should look remarkably similar to your stewardship program. Frequent and friendly touches remind the full board that you’re always available. Asking them what they like and what needs improvement will make them feel heard and help you improve the experience both for them and for new members to come. Keep in mind, there are essentially two kinds of board evaluations. The first and most typical evaluation is focused on what the board member knows about and does for the organization. This evaluation seeks to ask questions such as: •
Do you know the mission? Vision? •
Do you come to meetings? •
Do you give? •
Have you served on committees? •
What are your thoughts on the CEO? These evaluations are all about what the board member does for the organization. These are important questions to ask. However, the second type of evaluation is much more valuable. As your organization focuses more on creating complete alignment among your board(s), organization, and administration, it is critical to evaluate what the organization can do to increase the board member’s personal satisfaction and engagement. The Governance Committee should drive both types of board evaluation or choose a hybrid. Liaison to Executive Committee To have a truly integrated and transparent board, the Executive Committee really should be comprised of the chairs from all the committees. This ensures that all interests are represented but also that the pledge of transparency is real and in motion. If every committee is represented then “you know what we know.” Moving forward, the Executive Committee, now composed of representatives from every committee, should still manage all the financial decisions and handle all emergencies as they arise, but important decision making will now be shared with the entire board. A well‐informed Governance Committee is the perfect liaison between the Executive Committee and the rest of the board because they should—ideally—have the relationships built and lines of communication open with the board they helped create. They must make it their job, though, to stay abreast of challenges, opportunities, and decisions before the Executive Committee and share what they know in detail and in a timely fashion. Strategic Planning In order for the Governance Committee to be able to do its job well, its members must understand the direction the organization is heading. Therefore, the Governance Committee should drive the strategic planning process. If they guide, understand, and embrace the plan, they can better direct the work of committees, matching the right skill sets and financial capabilities with appropriate tasks. As a result, they will become the best suited body to recruit, manage, and encourage board member work and satisfaction. In the book, The Truth About What Nonprofit Boards Want, June Bradham makes the point that appropriate engagement of board members leads to personal satisfaction and, in turn, keeps board members highly engaged. If the Governance Committee is charged with the make‐up of the board – one of the most critical factors for the organization and a driving force behind fundraising success – personal satisfaction is high and, in turn, engagement is high. HOW DOES A GOVERNANCE BOARD MODEL DIFFER FROM AN EXECUTIVE COMMITTEE MODEL? With a traditional board model controlled and governed exclusively by an Executive Committee, board members often become dissatisfied. They are not a part of the process, not encouraged to participate in decision making. They feel as though the fate of the organization is out of their hands. With a Governance Committee model, by contrast, the Governance Committee does not control the outcomes, but drives the process and engages the entire board in decision making. For example, in strategic planning, this Committee drives the process, but engages all of the board in vision setting and helps assemble taskforces to develop tactics to set the strategies in motion. So, by the end of the process, many people have been engaged and everyone feels confident and vested in the outcome. HOW DO YOU MAKE THE CHANGE? If your organization has not had a Governance Committee in the past, it is important not to simply replicate the Nominating Committee and add a few responsibilities. Creating this Committee represents systemic change that requires a staff driver (the CEO, ED, or President) to articulate its value and ultimately to be successful. It also involves the Executive Committee relinquishing some decision making authority and agreeing to share everything with the rest of the board. This philosophical shift may take some time to take hold and is much more likely to succeed if a beloved staff leader is positive and vocal about the need for change. In conclusion, developing a Governance Committee will assist you in building the right board for your organization and finding creative, customized ways to keep them engaged. You’ll replace information‐hoarding with transparency, elementary training with meaningful education, and apathetic board service with impassioned, inspired engagement. So many times, we focus on what we need from our Board. But when we understand that exceptional board service—and transformational gifts—come as a result of board members loving their experience, we understand that the real questions should be “What can I do to improve the experience for my board members?” The Governance Committee is the conduit for this understanding to take place. A New Way: Th
he Governan
nce Committee was provid
ded by:
Tucker Bran
nham, Consultant
Corrporate Develo
opMint • http:://www.corporratedevelopm
mint.com/
Tucker Branh
T
ham is a cons
sultant based in Atlanta. Sh
he has led campaigns for health
h
and hu
uman servicess and
education clients and help
ped a numberr of organizations create Governance
G
C
Committees
ass part of a gre
eater
foundation de
evelopment effort.
e
Co
orporate Deve
elopMint is a full-service
f
strrategic consulting firm servvicing clients throughout th
he United Stattes. For
ovver 22 years, they
t
have led
d nearly 200 healthcare,
h
ed
ducation, and
d community clients
c
to realiize success th
hrough
thoughtful assessmentt, thorough prreparation, an
nd an integratted approach to campaign management.
4300 Wilson
W
Boule
evard, Suite
e 300 • Arlin
ngton, VA 22203-4168
2
8
800
0-666-3863 (U.S. & Ca
anada) • 703-684-0410
0 • 001-866
6-837-1948 (Mexico) • 703-684-0540 fax
www
w.afpnet.org
g • afp@afp
pnet.org
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©2009
AFP