< Browse more articles

Questions Boards (Should) Ask
Orienting Board Members to the Governance Perspective

By Lyn McDonell, CAE

Consider these two board members.  David, a board member has a “burr under his saddle” and tells a long story at the meeting of what he has heard from other member-volunteers.  He struggles to formulate their complaints into a coherent question.  Soon, David is deep into “the weeds” of operations.  In another board meeting, composed Sarah, asks a “laser-like” question regarding something she picked up on in the Executive Director’s presentation.  Other board members listen respectfully, recognizing the question as a good one.  Both have important points to make.  One is more effective than the other. 

How do we help well-intentioned David understand and frame governance level questions about the things that he is concerned about?  What experience and knowledge is Sarah tapping that makes her such an effective board member?

Board members have a tough job.  Individuals join others whom they perhaps do not know or have not worked with before to lead an organization about which they may have only limited knowledge.  They perform a set of vital functions from the “once-removed” perch of oversight and make what may be high stakes decisions.  Their environment is likely rife with human dynamics, the pressure of limited time, imperfect information, and the backdrop of possibly diverse stakeholder perspectives. 

Boards not only have to know their role but be able to engage with the business of the organization at the appropriate level in real time and in a constructive manner.  While board orientations typically outline the board’s role well, there is usually no or scant focus on ensuring board members know or learn how to ask their questions from the governance perspective.  And, as in the example with David and Sarah, how questions are asked, their set-up and tone, is not unimportant. 

What frameworks and guidelines help board members ask the right questions at the governance level?

An Oversight Framework

Here is a tool that can be used in orientation to help board members appreciate the oversight process.

To understand its logic, let’s remember the original purpose of a board. In the process of incorporation of an organization, directors undersign the corporate entity’s intention to work to achieve its stated objects.  That is the heart of governance – that undertaking to ensure that the organization’s “promise” is fulfilled.   

This obligation leads to key questions that boards especially “own.”  These are about ensuring organizational integrity and follow through on what the organization set out to do.  The board is the guarantor, if you like, of best efforts to achieve real results with limited resources. 

So with that purpose in mind, think about much of board business being about board members needing to obtain assurance (from themselves, their committees, or from the paid staff) that any plan, project or activity process has been carefully thought-through and will be, or is being, well-implemented.  In a busy resource-constrained organization, there are many ways to be distracted or for performance to slip.  Great ideas may not be a “fit” for mandate or capabilities.  Plans can languish on the shelf.  There may be insufficient staffing, money or attention to do something well.  Activities may get going without consensus regarding what success looks like or sufficient attention to the downside risks.  To make sure that the organization is on the right track to success, board members should ask questions at the outset, when considering a strategy or project, and while things are in progress. 

Consider this chart which identifies transitions ideas have to go through to achieve results in the real world:

INTENT

Purpose and Values

What the organization claims it stands for and pursues

PLANS

Strategy


What the organization plans

ACTION

Actions
- actual


What actually happened

IMPACT
Actual Value created

What difference was made and to whom

ROI         
Wise Use of $ and People

Whether resources were used wisely

 

STANDARDS

Compliance
and Quality


Whether the effort met standards set by others or internally

 

REPUTATION

 Reputation

 

How others judge what the organization did

 Such a framework suggests the types of governance questions that can be asked along that continuum -- such as those in the following chart:

Oversight Framework and Sample Questions

INTENT

PLANS

ACTION

IMPACT

ROI

STANDARDS

REPUTATION

1. Definition of Issue or opportunity? 

5. Strategy/
Plan? Alternative options that were 
considered?

9.  Do we need/what should be board oversight on this?

13. What was or will be the measurable Impact on customers, members, clients, staff and on the organization?

17. What were the costs and utilization of resources around this?  Reasonable? Did we maximize resources available?

21.   Compliance with all external regulations, contracts, agreements etc.?

25. Communication and transparency?

2.  What organizational values for us are involved? 

What wider system values are involved?

6. Do we have sufficient capacity, expertise and support?  

(Was partnering with others considered?)

10. What priority for leadership does or will this have?

14. What is or has been the organizational development potential? Smarter, more capable for doing new things?

18.  What measurements and tracking … are we/were we able to measure success?

22. Bench-marked targets and results relative to other organizations?

26. Is our message being well received?  How do we know?

3. Relevant external trends we should be mindful of?

7.  What are other organizations doing vis a vis this issue/opportunity?

11.  Are our values, mission, and plans sufficiently understood and supported by key management?

15. What is or will be the impact on our financial health?

19. Actual performance and results? To what extent did we meet our goals for this?

23. Quality Assurance? To standards –our own and/or externally expected?

27. How do stakeholders judge us/see this?

4. Stakeholders’  needs, perception and involvement? What do we owe others in terms of our process and intentions?

8.  Are plans of appropriate scope and level of effort?  Are they practical and feasible?

12.  Is sufficient risk mitigation in place?

16. Is there a broader  sector/industry/

community/
public benefit?

20. Any downsides?

24. Did we gain knowledge that will help us make improvements next time?

28. What follow up or engagement do we now need with others externally?


While these are not all of the potential questions that may arise, this mental device reminds us what the board’s governance perspective should be. The governance preoccupation is:

  • what has been promised to stakeholders,
  • the alignment and robustness of plans
  • their intended impact and results
  • use of resources
  • concern for quality and standards, and
  • impact on reputation and brand, and so on.  

For staff, these kinds of questions can be anticipated from a high-performing board and addressed proactively.

Maxims to Govern By

Finally, a word on tone and style for board members and senior staff:

  • Board members, remember that you don’t have to be a subject matter expert to govern well.  You can make up for what you lack in knowledge or experience by asking good governance-level questions.
  • Never be afraid to ask (or answer) challenging questions.  Good questions make better plans and increase the chance that the organization will be more successful. 
  • Be cool - not hot headed.  Ask (and answer) in a way that is serious regarding the issue while being sensitive to people.  Don’t embarrass anyone; there is no need to criticize.  To finish your point, ask an empowering question about how something can be managed or dealt with.  Effective leaders help others find the way forward. 
  • Watch fuzzy language – your own and others.  Fuzzy language is non-specific, overly abstract and vague.  Ask “what specifically do you mean by…?” Staff, be specific.
  • Ask for facts and be careful of “opinions.”  Be especially wary of the “tyranny of the anecdote,” a singular incident that shapes opinion, distorts facts, and disrupts the board’s normal diligence process.
  • Try stepping away from making a point and instead frame it in terms of a question, one that compels others to build a solution and outcome that works. 
  • Use gentle humour if things get tense or uncomfortable -- sometimes it’s just what is needed!

In conclusion, it is not about “us vs them” (staff and board) or “right and wrong” but everyone working together for clarity, to find the facts of the situation so as to understand it, to discover and go forward with what will work best, and to empower those responsible to do their best.   If that approach is taken, all egos are “checked at the door.”  When you achieve that state, congratulations. Your board is high-performing.

PULL QUOTES

 What frameworks and guidelines help board members ask the right questions at the governance level? 

To make sure that the organization is on the right track to success, board members should ask questions at the outset, when considering a strategy or project, and while things are in progress. 

It is not about “us vs them” (staff and board) or “right and wrong” but everyone working together for clarity.

© The Accountability Group, Inc.  Permission for use given if source acknowledged.

 

Adapted from “What Assures? Listening to words of assurance,” June, 2006, Simon Zadek with Peter Raynard and Maya Forstater, AccountAbility and PricewaterhouseCoopers