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Getting to good governance isn't easy. Many nonprofit organizations have a general sense that
governance matters, but have trouble moving from their existing approach to a better one. Why?
Over the last two years, the Institute On Governance, a nonprofit think tank based in Ottawa,
studied governance in the voluntary sector, seeking answers to two questions: what stands in the
way of improving governance, and what strategies for improvement are most likely to succeed?
Some answers revealed through this research won't surprise anyone familiar with the sector. For
voluntary organizations, the pathway to better governance is cluttered with the usual barriers:
insufficient time, resources, and expertise, and too many immediate pressures.
But the research revealed other impediments directly related to governance. These hurdles are of
two kinds: those which have to do with ideas or concepts, and those which are simply practical
problems.
Why is it important?
In the domain of ideas, many organizations have only a dim idea of why governance matters to
them. They don't perceive the connection between good governance and their ability to achieve
the goals that really matter to them: better care for homeless people, a successful artistic
production, or improved recreational facilities for their community. For them, governance
remains a “back-burner” issue - worth considering sometime, but never a high priority.
Further, many organizations don't have a clear concept of what good governance is. It's hard to
reach a goal if you have difficulty recognizing it.
Related to this was a somewhat disturbing preliminary finding of our research (not as yet fully
documented). This was a fairly strong indication that claims made on behalf of the “policy
governance” or “Carver” model of good governance may be seriously over-inflated.
Some organizations in search of a clearer understanding of governance have been attracted to this
set of ideas. First articulated in 1990, these ideas are modestly promoted on the Carver website
(www.carvergovernance.com/model.htm) as “the world's only complete, universal theory of
governance - a conceptually coherent paradigm of principles and concepts (not of structure).”
My way or the highway?
This model is highly prescriptive. It says that all boards of directors have to lead their
organization, setting basic directions and policies. Execution (only) is the job of staff.
Rules are important: rules that govern the board-staff relationship, that define what the CEO or
executive director is not permitted to do (“executive limitations”), and that dictate the board's
role, which is to deal with broad strategic decisions with longterm applicability. The board's
domain is “governance”; board members are not expected to collaborate with staff on more
operational tasks, nor is the board encouraged to form committees.
Some aspects of these ideas have their merits, but our research indicates that the claims to
universality made by their proponents - the notion that they are applicable to any kind of
organization - simply cannot be sustained. The model is not universal, and its ideas are not a
formula that will lead to the best governance results for any kind or size of organization in the
sector.
Indeed, the model may work rather better in theory than in practice. Many organizations which
have tried to adopt this approach appear to have had great difficulty making it work. Some board
members and executive directors or CEOs we spoke with found the model too rigid. Others
indicated that it didn't seem to fit their organization. They tried to adopt it but had to modify it to
make it work. But when this model is modified to any degree it's no longer valid - that is,
proponents of the model maintain that it has to be adopted in its entirety.
Needed: flexible concepts
So one of the hurdles encountered by voluntary sector organizations seemed to be a need for
guiding ideas or concepts related to better governance that are sufficiently flexible to
accommodate the diversity of the sector.
To learn more about this aspect of governance, and how we have tried to address this problem,
visit the Institute's web site, especially the section on “board governance” and models at
http://www.iog.ca/boardgovernance/html/mod_the.html.)
Another hurdle revealed by our research was the difficulty encountered by organizations in
assessing the merits of their current approach to governance. To move forward, you need to
know where you stand at present. So we devised a simple self-assessment tool called the Quick
Check. The tool is better suited to organizations with a few staff than to those entirely run by
volunteers, but it's free, and available on the Institute's website,
http://www.iog.ca/boardgovernance/html/ass.html.
Governance gremlins abound
Beyond the realm of ideas and concepts, we found no shortage of practical problems that are
symptomatic of weak governance, or that block improvement. We decided to call them
“governance gremlins” because they appear in so many forms. Examples include:
- Deadwood: directors who show up for board meetings but seldom contribute anything
- Conflicts of interest or factionalism among board members
- Board members who don't understand their role, or who want to contribute more, but
don't know how
- Excessive CEO “ownership” - Board “irrelevance”
- Directors reluctant to help with fundraising
- Poor communication with important stakeholders
- Interference in management, either by board members or by over-zealous funders
- Inadequately prepared, unproductive board meetings
The list goes on and on. How to deal with such problems?
Organizations wishing to improve their governance have a choice: they can try to effect
improvements systematically, or an issue-by-issue basis.
The systematic approach requires an organization to take stock broadly of its current governance
situation. What's working, what's not, and where do the root causes lie - in people, policies,
bylaws, historical practices that have become conventions, or a combination of these?
Need to make real investment
This strategy requires intellectual investment. The board and CEO may need to learn about
different approaches to governance and to reflect together on the governance architecture
appropriate to their particular organization. Good governance is not a matter of applying a
cookie cutter.
This approach produces enduring results, but its disadvantage is that it takes persistence, energy
and commitment. Timing is important, too - an organization's ability to move forward in this
way will depend on circumstances. Often, an outside consultant or facilitator can be helpful in
guiding reflection.
Organizations lacking the inclination or capability to take the systematic track may still wish to
tackle some of the specific governance gremlins plaguing them. In deciding how to take on a
gremlin, these ideas may be helpful:
- Network. There is a lot of useful experience to be tapped among colleagues who have
served on boards or as CEOs of other organizations. One of them may have addressed
your particular problem. Conferences or workshops are good opportunities for building
useful relationships.
- If there's an umbrella organization or national office for your organization, speak to its
personnel.
- Check out the Internet. There are more and more sites with information on governance.
- Visit your local bookstore. New books on governance in the voluntary sector have been
appearing. Many have lots of practical advice.
Remember to try to identify the sources of your problems, not just the symptoms. If you have
deadwood on your board, you can get rid of these persons (with some effort) and replace them …
but why is the deadwood there? Have you looked at your nomination procedures and criteria for
new board members?
One other research finding is key. Governance reform seldom seems to take place unless one or
both of the following conditions exist:
First, there must be a leader, someone who thinks governance matters, and who is willing to
invest the time and personal capital to bring change about. Governance is about power, and
power does not change easily.
Board chair should take point
The individual best placed to play this role is the board chair. This is the pivot point of
governance, able to influence or control most key levers - what task forces or committees are to
be struck, what policies will be proposed to the board, who will lead the key committees and who
will sit on them, how nominations for new members will be handled, what the board's agenda
will be in the coming year, how meetings will be run.
If the chair is unwilling or unable to lead an attack on governance issues, then the leader must be
someone who has the confidence of the chair, otherwise few results are likely to be achieved.
Leadership apart, the circumstances have to favour change, and people have to recognize this.
Many governance reforms occur in crisis situations: a confrontation with the CEO, a serious
financial deficit, a disagreement with a key stakeholder. Sometimes, it seems that only a crisis
can move governance from the back to the front burner.
A crisis is seldom the best time for thoughtful decision-making. If you believe governance is
important, you may wish to consider where it should sit in the list of priorities facing your
organization, so you can get rid of those gremlins, or formulate a systematic plan for
improvement, before a crisis comes along.
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