Governance: How much is enough?

For some reason, “Getting Governance Right” seems to be a real conundrum for many people and organizations. Personally, I have seen dynamic, innovative organizations transformed into static, imitations of their former selves, largely as a result of a shift from a concern for programming to governance – writ large.

That is not to say governance is not important. Of course it is. Both private and public sector organizations need to have oversight capacity. The needs and views of stakeholder groups (members, consumers, and investors) must not only be considered, but respected. But it is to say preoccupation with the details of who, how, when and where decisions are reached, slows many organizations down, depriving them of initiative and significance. The important question, which goes unanswered, is ‘why’. As in, why are we spending so much time on process, when we should be spending time on programming, to meet our mandate, and to serve the needs of our stakeholders (members, consumers, investors).

Five Problematic Trends in Governance

For the most part, governance models are well-intentioned, yet tend to be academic, and sometimes, ambiguous, if not contradictory, especially when addressing the role of staff. At this point, my bias is clear. I believe that organizations should be driven by programming that serves a mandate, and delivers on a promise to stakeholders. The danger point in organizational development occurs when the organization becomes self-concerned, turning its attention to its own life cycle, and getting lost in the process.

Here are 5 problematic trends in Association governance:

  1. Board roles are being redefined to focus on governance and management oversight.
  2. Board actions are being realigned towards tactics (as opposed to strategy) and away from stakeholder representation.
  3. Board operating processes and leadership are increasingly concentrated on the decision-making process and away from actual programming and fulfillment of mandate.
  4. Board effectiveness is being self-measured through Board self-assessments and away from stakeholder satisfaction or input.
  5. Boards are increasingly concerned with the perpetuation of the organization, rather than its purpose, as originally expressed in a charter, mission or by-laws.

Too Much? Too Little? Too Late?

One way of determining if your organization is obsessing over governance is to audit your meetings, and identify the purpose and immediate impact of each discussion point. Is your time being used to further the creation and execution of programming that serves your mandate and the needs of your members? Parliamentary procedure exists to serve a purpose, to bring clarity and understanding to the ‘work’ of the Board, not to transform meetings into glorified parlour games.

None of this is to suggest that governance is not important. Governance is vital to ensuring member interests are heard and mandates met. But, a preoccupation with word-smithing, rhetoric and process, in and of itself, is not only wasteful, but disrespects the valuable time and energy of others, undermining organizational effectiveness.

It’s never too late to start listening to your members. It’s never too late to audit the effectiveness of your meetings in terms of return on investment of time, as seen from the point of view of actual programming that drives engagement and revenue.

According to Jim Crocker, founder and Chair of Boardroom Metrics,

“More Boards than ever are conducting annual self-assessments of governance effectiveness. These assessments gather Director insight on how well the Board is performing its oversight role and the factors that lead to strong governance. These factors include Board composition, information, processes, leadership and Board culture. In reality, many Boards over-rate their governance effectiveness. There is some danger in this as overly high ratings are a disincentive to on-going improvements.”

A little less conversation, a little more action, please

I don’t think, for the most part, governance is, or should be, that difficult. I believe “Less is More”. If you currently serve on a Board and feel uncomfortable with its governance, say something. If you are a Member of an organization, and feel that it is being run by an ‘elite’ who have little in common with your concerns, or disregard them, say something. If you are on staff of an organization that you feel spends too much time on governance and not enough on programming, say something.

In each case (some more than others) some courage is required. But, as Maya Angelou said,

“One isn’t necessarily born with courage, but one is born with potential. Without courage, we cannot practise any other virtue with consistency”.

The work of organizations is far too important, their potential far too great, to be undermined by those who revel in the details of process. If your organization is preoccupied with governance, it is time to re-discover your passion for programming, for profit* and for meeting the needs of the people you are mandated to serve.

*P.S. Even so-called ‘not for profit’ organizations, need to make money, to create revenue, to sustain programming and operations, and to act independently and responsibly. It could be argued that an excessive concern for governance, may, in the long term, reduce the likelihood of profitable (self-funded) operations, generating funding burdens. PMc.

Paul McKay CAE, is Senior Consultant with McKay Associates, specializing in advocacy, marketing and development for not-for-profit organizations and causes.  Get in touch with Paul via LinkedIn: