Setting Expectations - of the board and management
Academia is increasingly setting out clearly that behavioural governance is as important as structural governance and compliance, when it comes to delivering good and effective governance.In order for the board to be able to effectively reflect and review on its progress towards becoming high performing, it helps to have a clearly defined framework of how governors and governors and management are going to collaborate, in order to be able to measure itself against such. In the download below are a set of principles that the board and management can agree to hold each other to account for, coach each other on, and take individual responsibility for development of.
Conflict vs. Tension
The ICSA, in conjunction with the Henley Business School, have produced a research document entitled, Conflict and Tension in the Boardroom - how managing disagreement improves board dynamics. The report provides a simple set of principles to guide boardroom practice and insights that will expand the thinking of chairs, directors and governance professionals whose aims are to make their boardrooms places of harmony and collaboration, as well as challenge and independence.
Boardroom Behaviours - Guidance Note
‘Boards are social systems. The most effective boards invest time and energy in the development of mature relationships and ways of working. It’s not rules and regulations; it’s the way people work together.’
Jeffrey Sonnefield – Professor Harvard Business School.
This guidance note downloadable below, details examples of positive behaviours that can assist governors through positive changes, to make constructive challenge and good decisions that help to ensure the college meets its strategic objectives.
Boardroom Bias - Guidance Note
Boardroom bias is an inevitable part of the boardroom dynamic. Flawed decisions can be made with the best of intentions, and competent individuals can believe passionately that they are making a sound judgement when they are not. Factors known to distort judgement include conflicts of interest, deference to authority, peer pressure, emotional attachments, and inappropriate reliance on previous experience and previous decisions (ICSA, 2010).
This guidance note downloadable below, offers advice on how boards can mitigate bias and practice conscious inclusion.
Chair - CEO relationship
Building a successful relationship with the CEO is an important part of the role of any Chair. Like any relationship, it takes time and effort to make it successful. The role of the Chair in this relationship is multi-faceted. It includes:
- Leadership - directing or restricting actions
- Joint ownership - shared leadership of the organisation
- Mentor/coach - positively influencing the CEO's behaviour
- Consultant - responding to requests for guidance, advice, and support from the CEO
The complexity of the above can often lead to frustration and distrust, but a successful relationship can lead to a relationship that enables:
- the organisation to operate well
- the board to be effective
- the relationship to respond to changing circumstances
- each person in the relationship to fully inhabit their role and be effective in it.
The guidance note below gives some guidance and insights into building an effective Chair - CEO relationship.
Code of Conduct
'Effective boards set out clearly what they expect of individuals, particularly when they first join. A code of conduct should be maintained and communicated to all prospective appointees to set clear expectations of their role and behaviour. Explicit agreement to the code of conduct will mean there is a common reference point should any difficulties arise in the future. A model code of conduct aims to help boards draft a code of conduct which sets out the purpose of the board and describes the appropriate relationship between individuals, the whole board and the leadership team". Department for Education (DfE) governance handbook - March 2019
A code of conduct should be based upon in the seven Nolan Principles of Public Life: selflessness; integrity; objectivity, accountability; openness; honesty and leadership.
For those colleges that subscribe to Eversheds' Governance service, they can access a model code. The Code of Conduct for Board members of public bodies, issued by the Efficiency and Reform group in government in June 2019, is an alternative example.
Diversity of Thought
Boards can be quite fragile places. They are people based constructs - people with differing opinions, entrenched views, personal dislikes, and different character traits. The Chair has a crucial role to play then in bringing these people together in a way that ensures the Board's collective wisdom, experience, and capability are made available to the management team, and that the Board and management are working together in a constructive and productive way.
Achieving the best possible diversity of thought is a key role for the Chair, to ensure different views and perspectives are heard to interrogate topics in a way that makes decision-making as robust as it can be.
To realise diversity of thought, the board must also have a culture that supports individuals who are prepared to share what they are thinking. All members should not only have a seat at the table, but a voice at the table too. This is discussed in more detail below.
A download is available below that looks at the role of the Chair in ensuring there is a culture in the boardroom that supports diversity of thought.
A research piece from The Chartered Governance Institute on diversity of thought in the boardroom, together with some excellent questions for boards to consider, is available for download below.
Psychological Safety in the Boardroom - why it is so important
We hear a lot about ensuring organisations recruit skilled and diverse governors to their boards, but talent and/or diversity alone are not enough. The only way boards and the organisations they govern can truly flourish, is in an atmosphere free of fear. Leadership must create boards and workplaces where people feel safe to share ideas and mistakes without fear of reprisal, leading to greater creativity, engagement, and ultimately, performance. The download below explains further the concept of psychological safety and its importance in the boardroom.