Right and Wrong Times to Deal with Governance Issues

Right and Wrong Times to Deal with Governance Issues

Boards of directors often end up taking time to deal with their governance issues, and learning, in the wrong places at the wrong times. Boards have a limited amount of time to do their work and if it’s not efficient and on track, they will end up taking up time meant for other activities, such as a strategic planning meeting, to try to address their governance issues. This is distracting and a poor use of time for those taking part and to the goals of the session.

Tim Harrington and Kevin Smith

We regularly use the metaphor of walking a tightrope for talking about what it means to work at the most efficient levels of strategic governance. Go too far in one direction and the board is too strong, taking over operations or micromanaging. Too far in the other direction is too weak, not keeping up with issues, and rubber stamping without proper oversight. Here’s the thing about tightrope walking – you have to tweak and adjust at every moment along the way. Good strategic governance is the same way, constant adjustment.

With that little reminder in mind, let’s talk about working on your strategic governance skills and where and when this is appropriate. We work with quite a few credit unions facilitating strategic planning sessions (some of our favorite work in the industry). Recently, we have encountered sessions where the planning session gets a bit derailed, off-track, as board members talk through some of their strategic governance training issues.

Now, planning sessions are tricky business, we all know, because there’s a balance of productive visioning, exploring issues through discussion, and what’s a full-blown rabbit hole or tangent that is off topic and too far into the weeds. It’s our job as facilitators to navigate that territory. What we’ve seen recently is board members who are, with the best intentions, holding discussion around figuring out what is appropriate territory for them to be involved in and what is operational and should be left to the staff. This is great discussion to have, right? Yes. For sure. The problem is that it should have been taken care of long beforethe strategic planning retreat. Figuring out your governance tightrope at the planning session is taking up valuable time and resources and distracting the group from the development of the strategy … you know, the reason why you’re there.

This is a tough one. Left unresolved, the board can end up in the wrong territory and harming the process. Tackling the issue during the planning session can take over the very valuable planning time that the organization has.

For many small credit unions that we work with, there may be more directors there than senior staff members. Usually, the CEO and staff are loath to interrupt board discussions at these event, particularly to tell the board to get its act together somewhere besides this. So, the staff sits on its hands. Again, it’s up to facilitators to key in on this and manage the situation in real-time (often like chasing a 6-foot tall spinning top down a hill). But it can be done.

Governance Issue Advice:

1. Schedule some dedicated time for governance training, even if you think you’re great at this. It requires regular updates, just like your phone. This could be an extra half day or full day before the planning session. This may keep it fresh in your mind as you get into the planning day. Or schedule it as its own retreat at another time. Give yourselves time to focus on this and really talk things through.
2. Don’t take over other meetings working through governance issues. Acknowledge when this happens. Call it out and make a promise to address it at another time. Respect the goals of meetings and sessions. Respect the time and efforts of the staff to prepare for these events. Don’t derail them.
3. Schedule time in each board meeting for education and/or governance discussions.
4. Give permission to the CEO or senior staff to call attention to times that the board may be derailing a discussion. Remember that they are generally hesitant to call you out because you are the higher authority. Giving them permission to do this will go a long way in terms of establishing transparency and trust between the board and staff. This is a way of building a culture of accountability in a tremendously healthy way, from the top.