Culture

The phrase “critical friend” is often used to refer to the role that Boards need to play. All board members should understand that …

• They are responsible for every decision of the board and expected to engage with the discussion accordingly;

• It is important to respect for the expertise of the staff team;

• They have the freedom to ask any question, while understanding that some questions can lead to work being required of staff member;

• The role of the Board is to govern not to execute;

• It is healthy to have a moderate level of disagreement within the board; and

• Conflicts of interest should be reported early and handled carefully.

Each board member should also promote a culture of good group decision-making:

• Good behaviours, such as transparency, honesty and integrity;

• Encouraging contributions from all board members, whether they are introverted, new to the board or inexperienced in the topic being discussed;

• Humbly acknowledging significant uncertainties and own lack of knowledge; and

• Knowing when to assert themselves (even if not the socially correct thing to do) and when to defer to others.

Responsibility for Decisions

Board members have to strike a balance between breadth and depth. Ultimately, all board members are legally responsible for every decision made by the organization. On the other hand, it can be helpful for some board members to focus on certain areas, particularly those areas where the board member has expertise.

Some boards find the following specific roles helpful:

• Chair - Responsible for the good functioning of the board, including coordinating the board, setting the agenda, getting the most out of each board member and helping the group reach consensus. May also line manage the CEO and decide which issues should be discussed at board level. A good Chair ensures the board not the CEO is driving the board agenda and decision-making process.

• Treasurer - Responsible for financial health of the organization, including monitoring income/expenditure and risk mitigation. Role varies significantly depending on the level of sophistication. May be delegated simple governance powers, e.g. signing off the CEO’s expenses, approving significant expenditures.

• Board Member responsible for Impact Assessment - EA orgs might find it helpful to have one board member that is focused on impact assessment since this is a board-level issue that requires significant time investment.

Some boards delegate to committees. We generally do not recommend this. Creating a committee is often the wrong solution to one of the following problems:

• The board is too large (typically >7 people) to function effectively

• The board does not contain the necessary expertise so creates committees that include external members

• The board is getting too involved in day-to-day operations, i.e. in an advisory capacity (see role of the board)

Board Meetings

Often the time you have when the board is altogether is valuable. A few simple rules can help keep the meeting time focused on debate and decision-making:

• The Board Pack should be sent out at least 3 days before the meeting.

  • The board should be provided with the information they require in order to be able to do exercise their governance functions. In practice, this will typically be information the at the staff team choose to provide the board with for the purpose of making specific decisions. However, an effective board will also proactively request information that they want to see, e.g. an update from the CEO.

• All board members should be expected to read the materials and cask clarification questions in advance of the meeting.

  • Many orgs find Google Docs to be a useful tool for board members to ask questions.

• Every item on the agenda should have a clear objective.

  • Many EA orgs use the concept of a “Consent Agenda”. This involves approving all uncontentious decisions in one go at the start of the meeting. Any board member that wishes to discuss the topic can move the item out of the Consent Agenda onto the main agenda for discussion.

• Where the Board is unable to make a decision during the course of the meeting, clear next steps (e.g. CEO to send board data) should be defined such that a decision can subsequently be made by email.