Board Governance Requires Spine

When I took my training in Policy Governance(R) from Dr. John Carver many years ago he spoke frequently of moral courage. I saw moral courage as the courage to stand up for your convictions - and it is of course. We had a saying, "There is nothing more dangerous than a scared board." For example, keeping promises is part of integrity, but boards frequently do not even remember their words, much less keep them. (But the CEO remembers.) Boards are notoriously unreliable. I've had boards make promises or commit to excellence and then three months later change their minds or quit.

But that is not what I am talking about today. Today I am talking about a very common problem, both with corporate boards (notoriously so) and with NFPs and ministries. The board discussion and research literature (what there is of it) is looking increasingly at the Board-CEO relationship, because so often the board capitulates to or ignores imprudence or failure to fix a non-compliant situation on the part of the senior leader (CEO, Executive Director, President, pastor, etc). The speculation in the literature (whether looking at Disney or a small local ministry) is that this fecklessness on the part of the board is due to a too close relationship that develops with its chief executive. The board develops a "warm" - more than cordial - loyalty to the CEO and can no longer represent the interests of the owners and the organization firmly and effectively, becoming conflicted by their loyalty to the executive. I call it the Feeble Board Syndrome (FBS) and I am seeing and experiencing it a lot - too up-close in some cases.

I became (reluctantly) part of a board that turned out to have this problem. It could not and would not make its executive comply with its own policies - or even reporting requirements. He gamed them either out of simply not getting it or out of resistant passive aggressiveness. AND they all knew it! But they couldn't bring themselves to act. The emotional costs were too high.

This summer friends of mine (well trained in governance) on another national board acted in exactly the same manner while they watched their organization enter the zone of insolvency and approach the edge of the cliff. They could not bring themselves to lower the boom. They liked and sympathized with their CEO. And I understood perfectly what they were going through.

Right now a for-profit client board is going through the same thing I fear. I do not like what I am hearing about the financial performance, and the CEO appears not to be totally candid with his board. And the board knows it! The outside stockholders are near rebellion and the board cannot bring itself to confront this CEO.

We are human after all and do develop close relationships with our CEOs and the literature tells us to! It calls the board-CEO relationship a "team." NOT. It is legally and morally an accountability hierarchy whether academics like that term or not. And if boards do not and cannot step up with sufficient spine and cordial firmness, even sterness, to insist on performance on behalf of the people depending on them (even employees in many cases), something is wrong with the way we implement governance.

Boardsmanship requires spine and a friendly but firm (sometimes stern) relationship with its CEO. It must never confuse its fundamental fiduciary obligation with loyalty to the executive. It must show that kind of moral courage if the time comes. That is not easy - friendship while holding someone accountable. A loyal caring blended with firm integrity so-to-speak. What kind of training would accomplish that? Maybe we should find a temperament test for it and apply it as one aspect for selecting board members. Or the board itself develop an outside "accountability observer" who may see more clearly than the board when its feeling are deeply mixed. I don't have an easy answer, but recognizing it is a step in the right direction.