Even if you believe that your board runs like a well-oiled machine, there’s always room for a little improvement. Whether your board of directors needs a major overhaul or just a little tweaking, every board should periodically give their infrastructure a bird’s-eye view to make sure that they are maximizing the talents of their directors, committees, and those in other roles. Clear descriptions of each role tell the board who the person reports to, what the person is responsible for, and the board’s expectations for their participation. Today’s boards have many angles of responsibilities to manage. There’s an old saying that says, “Many hands make light work.” While this saying is true, everyone needs to stay in their own lane to maximize board performance.
Does Fine-tuning Board Roles Really Matter?
Many boards have existed for many years, and, at risk of their own demise, many of them fail to set up an infrastructure that maximizes the talent they have. Why? Perhaps they rely on the old adage “if it ain’t broke, don’t fix it.” The reality is that board roles need a little maintenance now and then, even when they aren’t broken. Here’s why.
In the grand scheme of things, boards don’t really meet that often when you consider the importance of the work they do. When directors come together for a meeting, they have many issues to address. Clearly defining the roles and responsibilities of the board prevents problems like redundancies among directors and committees. Misunderstandings and disputes over authority can waste valuable time at a board meeting. Clear definitions will avoid that. Having precisely outlined roles and responsibilities will streamline reports, increase collaboration and hold board members accountable for following up on their responsibilities.
When each person or committee holds closely to their role and performs to the board’s expectations, it leaves more time for the board to manage issues that are urgent or emerging.
How to Define the Board’s Roles for Maximum Benefit
Every once in a while, it’s a good idea for boards to reground themselves. That means taking a hard look at what the organization’s needs are today by viewing it from a fresh perspective. Boards can do this at any juncture, but a particularly good time to do this is at an annual strategic planning meeting. Once the board identifies the organization’s needs, they can compare it to the existing infrastructure and see if they need to add or delete any committees, change descriptions to board roles or committees, or make other needed changes.
The board needs to write detailed descriptions that outline clear parameters. Job descriptions include the title of the position, what the role entails, and a list of duties and responsibilities. The board members’ duties are separate and distinct from those of managers. The CEO merely acts as an agent of the board. The board policy handbook lists the duties and responsibilities for individual roles.
Dr. John Carver formed a popular policy governance model for board directors. His model accounts for four types of policies for the board to work within. The policies are the ends policies, executive limitations, description of the board and CEO relationship, and a description of board processes. Boards need to be accountable to themselves and their stakeholders for improving the functioning of the board.
Every organization has different needs, which means that boards need to customize their definitions according to their needs. A few basic descriptions can help get them started.
Board Chair or Board President
The terms board chair and board president are sometimes interchangeable. The bylaws should state what term the board prefers. The primary duty of the board chair is to manage the board. CEOs who try to manage the board are typically overstepping the boundaries of their role. The board chair relies heavily on the CEO for information about the operations so the chair can communicate updates to the rest of the board.
The description of the board chair’s duties typically requires the board chair to plan the board meetings and make sure board members receive a packet of materials and an agenda well in advance of the meeting. This may entail following up on the progress of committee reports.
The board chair must also facilitate board meetings, making sure that all board directors are providing input and can attend board meetings. The board chair often has significant input when recruiting board directors to be board member nominees. In addition, the board chair usually initiates discussions about succession planning, including succession planning for the board chair position. While the board chair plays a significant role during board meetings, he or she is usually busier than most board members between meetings. Board members often need to consult with the board chair between board meetings, and the chair needs to be available when needed.
Vice Chair or Vice President
The vice president may have several roles depending upon the description of the position in the bylaws. Typically, the vice president fills in when the board chair isn’t able to facilitate meetings or to perform other duties. Some organizations set up a formal mentoring relationship between the board chair and the board vice chair with the goal of grooming the vice chair to succeed the current president. When this is the plan, it should be so stated in the description of the position.
The board secretary has many duties, particularly with regard to setting up and scheduling board duties. These duties and responsibilities need to be defined and updated as necessary. Did your board switch to using a board portal? If so, do your bylaws reflect changes in wording that accurately describe the secretary’s current duties?
Similar to the duties of the secretary, the treasurer’s duties must be clearly defined and periodically updated to reflect the organization’s needs. Typical duties of the treasurer are overseeing the corporation’s finances, examining accounting records and managing the advisory board’s budget. The treasurer may also be charged with suggesting ways to streamline financial procedures.
Committee charters outline the committee chair’s job description, how he or she gets elected, and the length of term service. The committee charter should state how many members should serve on the committee and whether there are any requirements for the composition of the committee.
The role of committees is commonly misunderstood. The committee serves the board and speaks to the board, but committees don’t speak for the board; nor do they generally have any decision-making authority.
Clearly defined roles that line up nicely with the corporation’s goals will ultimately result in improved board efficiency. When the performance of certain board members’ roles get rusty, a little maintenance is in order to get them running at maximum efficiency.