I’ve noticed at academic gatherings, seminars, workshops,
conferences on board governance, and articles the same question, in one form or
another, is persistently asked, usually with the sonorous thoughtfulness of the
professorial tone, “Of course, what is the purpose
of board governance?” As though that is the real show stopper. It often is, because no one agrees! Obviously,
this is an important question, because without an answer, one cannot do
research on the effectiveness of boards regarding their governance! A large
percentage of governance research asks, in one form another, the question, “Is
the board happy.” Does it feel it is being a success? Or, does the board meet
my particular criteria (that I invented)? But this is close to the blind
leading the blind. In fact, in many articles governance is never defined. Governance
becomes what makes the board feel good, even conviviality. Is there a consensus
(or authority) on the purpose of board governance?
Most of the answers are attempts at behavioral descriptions,
and the descriptions are made up of parts—behaviors—of what a board does
or should do. Dr. Russell Ackoff pointed out that one will never arrive at
purpose by naming parts. That is like trying to explain what a car is for by laying out the pieces and naming
them—even explaining what each part does. We try the same thing with
governance. The bar association manuals on nonprofit governance explain the board’s
legal duties as though that description explains the purpose of the board. That
is like explaining what the automobile differential should do, and then the
transmission, and then the fuel injection system, and saying every car must
have them, true, but those descriptions, even if exhaustive, do not give us the
purpose of the car or what a car does.
Purpose is a systems concept. One must ask what
the system is for. But unless one
knows the large purpose of governance, how can one name the necessary
components of governance? And how they must work together?
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