Board Governance, Diligence, and Entropy

In an article posted this month on the electronic version of Quality Digest Donald Wheeler, one of my favorite trainers and authors in the use of improvement statistics, discusses the power of entropy (as in the Second Law of Thermodynamics) to drag an organizational process toward deterioration and chaos. Sometimes the process appears to be giving us the results we want but occasionally and unpredictably fails. Underlying that particular pattern may be a process that is not really fundamentally reliable at all, (i.e., it is unstable and is unpredictably so, at that), but it appears to be giving results, which lulls us into complacency and hence, benign neglect. Because we don’t recognize nor probe the real root cause of this behavior, the process swings from looking good (but underneath is “On the Brink of Chaos”) to “Chaos” and failure and then back as we reactively patch it. Wheeler calls this the “Cycle of Despair.” We constantly patch to fix it, getting it back to giving us results and then, wham, it goes out on us again.

As I reflected on this phenomenon, I realized that I commonly see governing boards behaving this way. They start into improving themselves, for example, saying they will learn and apply Policy Governance®, improving the rigor and intentionality of their governance. They promise their CEO to improve so he can be free to manage and they can govern. But as they begin to change and improve, they become complacent and don’t realize they are fighting a very persistent and pervasive hidden enemy, entropy. When they relax in their complacency, they slide backwards toward old habits and ineffectiveness.

Of course, there can be other causes for a board experiencing this pattern. A common one is laziness - a close cousin of complacency. It is always easier the old way (even if less effective). The chairman just doesn’t get around to doing what must be done to stay the course. (He is use to showing up, and finding the agenda and all the reports there in front of him ... done by the CEO.) Often staying the course simply means for the chair doing the agenda the way it should be done and holding the board to its stated intent. But it is easier to let the CEO do it, it’s new to me; he’s done it in the past, or use an old agenda - one simply calling for reports.

Occasionally ignorance may be cause, but that has no excuse either, since a phone call or e-mail for counsel or assistance is just a phone dial away.

Usually there is irony (or hypocrisy) here. The board would never condone its organization not striving for excellence and the diligence it takes but is, itself, unable to persevere against entropy and continue the climb to excellence.