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Governance

Five Good Ideas for greater governance – making bad boards better

Published on October 25, 2021

They say strategy starts with the board, but is that really true, and should it be? Whether you’re an executive director or CEO (including an aspiring one), managing a board is a skill that’s rarely taught, yet vital to any senior non-profit leader. In this Five Good Ideas session with Owen Charters, President & CEO of BGC Canada, find out how a board can be better. What should it focus on, and what should it ignore? Build a great board so that governance adds real value to you and your organization. Learn what and how to present issues to your board. Discover five good ideas (and a few bad ones to avoid) to keep your board on track, ensuring they are a partner in guiding your organization on the toughest decisions, and uncover whether they really should be the seat of organizational strategy.

Five Good Ideas

  1. Guide and shape the work of the board in three key areas: policy, strategy, and generative governance; but remember, boards don’t DO strategy.
  2. Boards manage and evaluate CEOs; but CEOs need to take the initiative to shape this work.
  3. Boards should be diverse, but most importantly must be reflective of the community.
  4. Boards need to be engaged – committees, education programs, mission connection, and as alumni.
  5. Look to other sectors – there are good practices that we can emulate in the corporate sector around accountability and shaping the work of the board.

Resources 

Podcast

Full Transcript

Note: The transcript has been edited for clarity

Elizabeth – Now, while many of you are dialing in from across Canada and, from the RSVP list, I see that we have people from Vancouver to Halifax, I’m speaking to you from Toronto. I’d like to begin today’s session by acknowledging the land where we live and work and recognizing our responsibilities and relationships where we are. As we’re meeting and connecting virtually today, I encourage you to acknowledge the place you occupy. I am, and Maytree is, on the historical territory of the Huron-Wendat, Petun, Seneca, and most recently, the Mississaugas of the New Credit Indigenous peoples. This territory is covered by the Dish With One Spoon Wampum Belt Covenant, an agreement between the Haudenosaunee and the Ojibwe and allied nations to peaceably share and care for the lands and resources around the Great Lakes.

So, governance. You may have heard it said that strategy starts with the board, but is that really true? And should it be? Whether you’re an executive director or CEO, including an aspiring one, managing a board is a skill that’s rarely taught, and yet it’s vital to any senior nonprofit leader.

In today’s session, Owen Charters will talk about how a board can be better. What should it focus on and what should it ignore? He will share five good ideas, and I think he’s also got a few bad ones to avoid to keep your board on track, ensuring they are a partner in guiding your organization on the toughest decisions and uncover whether they really should be on the seat of an organizational strategy.

Owen is the CEO of BGC Canada, formerly known as Boys and Girls Clubs of Canada. He serves on the advisory board of Common Good, a retirement plan for nonprofit sector employees. He’s on the advisory committee for the School of Advanced Studies in the Arts and Humanities at Western University. He’s also on the board of the National Alliance for Children and Youth. Owen, as you can see, is committed to pushing for a stronger nonprofit sector voice in Canadian policy, as well as better working conditions for sector employees. For Owen’s full bio, plus his ideas and resources, please download the handout in the chat. It is now my pleasure to welcome Owen.

Owen Charters – Great. Thank you so much, Elizabeth. And thank you to everyone for taking some time today to hear about boards. I promise not to make it boring. Sorry about the pun. We’re going to be talking about what can be a pretty stormy issue at times, dealing with boards.

So first of all, I think this is a very timely conversation. As an example, we have the issue of Rogers Communications, and I’m sure you’ve been following some of the news about the Rogers board, or in this case, many boards. There’s an oversight board and a public level board, and boy, is it a mess. So the goal today is to fix Rogers by the end of this session.

Actually, I don’t think so. I don’t think we’re going to be able to do that, but it is, I think the, when we talk about governance, it is a very relevant topic in so many ways. There’s so much happening in the area of governance at all times. This can go in so many different directions, as we saw with Rogers. So lots of interesting things to talk about.

I want to warn everyone that there’s no way that I’m going to be able to solve all your bad board problems today. There are a multitude of reasons boards do bad things and behave in a naughty way. The intent today is not to solve all those problems, or to create the best board for you. It’s to give you five good ideas to help your board become a better board, I hope.

Some of these ideas might be not your cup of tea. This is a presentation focused on you, as either the executive director, or CEO. I’m going to use the term CEO pretty much exclusively because it’s just easier to pick one term. You could also be called a general manager. They might’ve given you a different name. Whatever the title is, or the title that you aspire to have that is the person responsible to the board ultimately. What I say is not all going to be applicable to you. It may be interesting if you are on a board to think about what I say from that perspective.

Working with a board is difficult – you don’t grow up, as a CEO, becoming involved in board issues. Board issues are something you often learn on the job, but it requires a lot of interest and focus in order to really understand them. So it means we need to create some governance geeks.

The best story I ever heard about being a board governance geek was in a speech by a friend of mine, Alona Doherty. She talked about the fact that, when she was a kid, her parents ran several nonprofits and charities. She and her brother were dragged along to all kinds of meetings, and as a result, instead of playing makeup, dress-up or tea parties, they would play AGM. I can’t imagine any other kids playing annual general meeting. But maybe we can help to get people interested, at least to a certain level, that they are really going to have to pay attention to manning the board, because boards don’t manage themselves.

Idea number one is that you need to be working on the board, and shaping their work in three key areas: policy, or sometimes fiduciary, strategy, and generative governance. I’m going to talk about all of these. I’m going to emphasize this perhaps a little bit controversial fact: boards really don’t do strategy. They don’t do it very well. So it’s a challenge in that regard.

I am not a fan of any particular type of board – boards that specify themselves as a policy board or a Carver model board, for instance – because I think boards need to be what they need to be. They can’t necessarily guide by policy alone in every situation. Boards can’t be constrained by one model or another because the situation changes. The situation changed for many during COVID, when suddenly there was a crisis of existence. I think a board has to evolve and adapt not only what it focuses on, but what kind of model it is. So we’re going to talk about policy, strategy and generative boards, and how each of those are the right thing to do at different times.

The most banal or boring part of this is often the policy side or the fiduciary side. It’s the role a board must play. It’s the responsibility and accountability. It’s enshrined in law of what a board has to pay attention to. The finances, making sure the organization is solvent, and that it’s getting its reports that are required in, on time.

This also means thinking about the role of the board versus the staff. I am often asked –  “What does a board do? What’s the staff do? What is management? How do we know the board’s out of line on this?” Well, there isn’t a hard and fast line, and I’m really sorry to tell you that. So often, the difference between what management should do and what staff should do is a bit like those invisible lines that only you can see as a spectator of sports, whether it’s football and you’re looking for that first down line, or you’re thinking about baseball and that little rectangle that you see over home plate, those are only visible to you as an observer. They’re not visible to the umpires, the referees, and the players.

That line often shifts a little bit, depending on the issue, but there is a line. I think that if you’re having trouble, and it’s becoming a contentious issue in your organization, you may need an external observer. That can be a consultant who can spend some time understanding how things really need to be shaped out, so that that line is preserved. But it is a moving line, because sometimes a board does need to move in areas of management, during a crisis, or during times of leadership transitions. We have to be careful about setting those as really hard and fast lines.

Fiduciary, or policy, is the board’s role in due diligence, oversight, reporting, and accountability. The board also has a role in strategy, and I’m going to talk a bit more about this in terms of long-term and responsive strategic development. Generative governance, and that’s the fun part. What most board members are looking for, and where we often fall short in delivering for board members, is in generative governance.

A fiduciary question examines what’s wrong or what could go wrong, and not necessarily what’s wrong today. A strategic question looks at the organization’s plans. And a generative question probes the key question itself.

Ultimately, I think you need to be careful – boards don’t necessarily need to do management, but if they’re starting to ask a lot about operational issues, start questioning the relationship that you have with the board. Are you earning trust in the right way? Is the board trusting you, and are you earning their trust in a way that they’re not getting too deeply into operational issues?

The board needs to stick to these areas, fiduciary, strategic, and generative. Part of your role is that strategic element. I’m going to say, although it is controversial, that boards suck at strategy. They’re terrible. They’re terrible because of the following.

Most of you, if you’re in a CEO role, think about your organization at some point while having a shower in the morning. You think about it while having dinner with your family. You think about it while driving to work. You think about it enough to complain to your spouse or partner about it.

Your board members, most of them, do not think about your work in the same way, in those same moments. They think about their own challenges and their own work. You might be lucky if they even read the board package before they step into the boardroom, or onto that Zoom board meeting. They don’t think about it in the same way. Board members think about your organization in the meetings that they attend, which may mean they are only thinking about it one a month. If you’re on a board that meets five times a year or fewer, that’s not a significant amount.

This means the context they need to set strategy is missing. Your role, because you live this at least 40 hours a week, if not even more, is to understand the context. It’s your job as a CEO or senior management team member to build the strategy. The board becomes the sounding board in response.

Board members can advise you, and they can reject strategy. Your job is to convince them of the strategy that you’ve already got in place, because only you have the time and capacity to really think about it in a way that’s going to really give it shape.

As CEO, there is only one of you, trying to persuade maybe 12 other people, or to understand the perspective you’re bringing to the table, so you may need an external voice to help. This sounds annoying because your board should trust you, but familiarity can be an issue. This is the same problem some parents have with their kids.

Maybe kids want to do something at home, and parents say that it doesn’t sound like a good idea. Then the kids’ friends come over and want the exact same thing, and all of a sudden parents think maybe it’s not a bad idea. So frustrating. So sometimes, you need experts who bring validation and expertise from outside to your ideas, in order to persuade board members.

Lastly, I’ll address generative work. To me, this means thinking about big ideas. Get the board involved in the big questions of the day. Bring in a speaker, send them an article, send them books, send them something, or make them listen to a podcast on a really interesting topic that gets to the core of your mission and get them thinking about it. Set aside time and a meeting, or set aside a special meeting where they can contribute.

One thing board members really, really want to do is get their hands dirty. If you don’t give them the opportunity to get their hands dirty in the big issues that you’re wrestling with, the most difficult issues of the day, the biggest strategic ones, they’re going to get their hands dirty in your operational issues. So give them the things that sit on your desk that are the most intriguing and the most difficult and start the conversation, so that they can take the journey with you on those big things. Not the small mundane things, but on those big things with you.

Idea number two is that we want boards to manage the CEO. That’s supposed to be their only employee at any time, and that’s the person they manage, but they often do a terrible job of it.

The reason for that is actually often your own fault as a CEO. I hear it too often from CEOs who wonder why their boards don’t manage specific issues. They say their boards should be giving them evaluations and the board doesn’t. Why aren’t they? Because it’s hard. Nobody likes to do evaluations. Nobody likes to receive them, but also nobody likes to write them and do them. It’s worse when you have a committee of people who have joint responsibility for making an evaluation. It’s almost impossible.

So help them do it. One of the tricks I’ve discovered is to create a human resources and compensation committee, whose primary role is to evaluate the CEO. Not only that, but also to attract and retain the right CEO, do evaluation, and think about succession. So they have a full agenda just on that basis. If needed, they’ve got someone like an expert HR consultant, who can actually talk them through HR issues, as opposed to the whole board. They have their work cut out for them. This really works. We know too often that boards, they just don’t do this well.

Boards also don’t fire soon enough when it comes to poorly performing CEOs. It sounds like funny advice to give to CEOs, but that’s the way boards behave. These types of HR decisions are tough enough when you’re a manager, they’re exceptionally difficult when you’re a committee of eight or 12 people. It’s also admitting to a mistake when you have to fire someone. We’re often not aware at the board level of the consequences of dragging your feet, that you’re losing good staff, of what’s happening inside the organization by not making that decision.

I’m not telling you this so you’ll get fired faster, but I’m giving you a perspective on the board seat and the challenges. Help your board with that role, because it’s ultimately about the organization and the mission. Can they improve leadership around this in a better way?

Idea number three is about who should be on your board. Boards should be diverse, but they also must be reflective of the community.

Here’s the person you probably don’t want on your board. First of all, not just because he’s white and male, but he’s Mr. Finger Guns connections. He’s there for the networks and because he’s going to make great connections. Is he going to do the necessary work on the board? Doubtful. Unless, unless you happen to be the National Finger Gun Association, in which case he’s probably the right person for your board. But I think that’s probably unlikely. So that’s not who you need on your board.

Here’s what you do need to be thinking about. You need to be thinking about, Are the people on your board able to advise on the things you need? Do they actually understand the issues you’re facing? Do they understand that some nights you’re up trying to make a payroll? Do they understand that sometimes you’re creating massive strategy and you don’t have the revenue for it? So are they people who’ve run an organization or a department or a business in a way where they’ve faced those same questions themselves and had to wrestle with them?

And that means there’s certain types of people who are wonderful people, but are unlikely to be great board members. And this is going to probably piss off a few people, but people who are great professionals, great thinkers, teachers, nurses, lawyers, doctors, some bureaucrats and civil servants, if they haven’t spent time thinking about how an organization survives and fails, if they haven’t had to think about where the money comes from and how to get more of it, they’re going to struggle in a board role and advising you on some of these things, because they haven’t always managed a budget. They haven’t had to fire staff. They haven’t had to worry at 3:00 AM about how they’re going to pay for that staff. They’re not always the best board members.

And some of you are going to say but that’s terrible. That’s all I’ve got available. Well, that doesn’t say that they’re necessarily bad, but I think you really need to think about those people. Interview them, discuss with them the issues that they’re going to be facing and see if they’ve got the capacity to really wrestle with these issues. Some of the worst people to have on your board, the people who are going to give you a profile. Sports figures, celebrities. They’re in it for potentially the ego more than anything, and they’re not going to be giving you the time to really understand this.

So you want to focus on people who have some management experience and can guide you. So, as an example, I don’t love the idea of lawyers for the sake of having lawyers on the board, but if you have lawyers who are partners and understand the issues, or they’re corporate lawyers and deal with the kind of issues you face on a day-to-day basis, then they could be fantastic partners on the board.

You definitely need some expertise in certain areas, but you have to be careful about who you’re bringing on and that they bring to the table the issues and expertise that you need.

The other thing, though, is boards right now are under a lot of pressure. And I’ll give you the example of the story that happened to my organization. I got a call from a very senior public leader who has been talking a lot about diversity on boards. And they said, you’ve got a great board, Owen, because I went online, I looked, it’s very diverse. And I actually thought, no, you have no idea how diverse my board is because you’re looking at right now what is the physical appearance of a bunch of square photos, profile photos, which doesn’t tell you anything about diversity.

What we need to understand is that those photos don’t show which person might have a disability. They don’t show which person is LGBTQ+. They don’t show any of that diversity. They just show colour. That’s not a good measure.

I ultimately believe in a reflective board, not a representative board. Now some of you can’t get away from having a representative board. Your bylaws require it. People are elected, especially unions. But, wherever possible, if you can move that to be reflective of the community as opposed to representative, I think you’ll have something a lot stronger.

In one of my clubs in my organization in northern Newfoundland–up the peninsula, as we would say–you’re not going to find a lot of diversity. But you definitely need people who reflect the community.

If you are a homeless organization, you need to find people who’ve experienced homelessness. If you’re working on food insecurity, then you need to find people who’ve experienced food insecuritys. That’s probably more important than anything else. If you’re in a community that is predominantly racialized, then you probably need a board that looks quite different than the mix that I think some people idealize for a national board of various different colours on the board.

You need to be thinking about, is the board reflective of the communities it is in? And what I mean by reflective is that they don’t come to the table with an agenda built because they have to get a voice on behalf of certain constituents, but that they can reflect the broader issue facing all the constituents in your organization.

It is very unfair to pinpoint some people. Things like, we need a youth member. Having a youth member is not reflective. It puts a huge amount of load on one person and especially in a role where it might be quite intimidating to speak up on a board where everyone else is middle-aged. Now that may mean that if you have a strong youth agenda as an organization, you need a few members of your board who are reflective of a youth agenda.

You may need a few who reflect certain races, certain cultural backgrounds, certain geographies to make sure it is not just one or two people trying to be reflective of the whole. And I think that reflective lens is a really important lens to think about how your board can work.

And then I don’t need to tell all of you, please don’t create token roles. It often creates a lot of de-motivation and disgruntlement and you’ll lose board members as a result of that. So we don’t need to hear that. We really don’t want token board members. We want truly reflective members who can be thoughtful and contribute overall to the organization.

Idea number four: boards need to be engaged.

Sounds silly. Of course you know that. They need to be engaged through committees. Ugh, committees, we’ve got lots of those. We’ve got too many committees. They need an education program. They need a connection to mission and they need a connection as alumni, if you can make that work.

This is not as easy as we all think sometimes, because it takes an enormous amount of work. First-time CEOs don’t realize is how much of your time is going to be spent supporting the board. You need to connect with individual board members, and you definitely need to connect with the board member that you can’t stand, or the one who can’t stand you.

By the way, if you have a really bad board member not working with you and you’re like, what do I do? You need to get them off the board. How you do that? There are many different ways. You’re going to have to be creative, thoughtful. You’re going to have to work with other board members.

You’re going to have to build alliances. Those are tricky, but they have to really understand how you make sure that you have a board that is functioning well. But you need to work one-on-one with each of your board members to build a relationship. You have a working relationship with every single board member, not just the chair.

I actually have two boards. I have a foundation board and an agency board, and I’m making sure that I’m connecting with at least two board members a week, with at least with a quick phone chat just to check in. It does take a lot of time. It’s worth it in the end, because you can build on the relationship capital in those cases when you have a tricky issue, when you need to work through something, when you do confront something where there may be a board member or two that are struggling, or struggling against you. It’s pretty important that you start building those relationships with each of them.

If you’ve been a fundraiser, as an example, you know the importance of building relationships with each donor and each funder. Your board members are no different. Make sure you’re building those relationships with each of them.

Also, make sure you find other ways to engage the boards, that they feel connected to you. They don’t always have a direct connection to your mission. Can you bring in those who are affected by the mission to speak to the board to give them a better view of that direct work of the organization in a way that they may lose sight of during a board meeting? So reconnect them to the mission.

Get them out; send them out to engage with parts of the mission. As an example, we built a program to make sure that our board members are going to see our member clubs and are engaging with them and asking questions and getting engaged and doing it on their own time. Not being handheld alongside me as CEO, but being able to go out and learn and bringing those learnings back to the board table.

We also developed education programs. Not just education programs about the organization, but education programs on how to be a better board member. So many board members come to the table never having been trained properly on how to work as a board member. Bring in educators where you can, bring in consultants, send them to sessions like this where they can learn how to be a better board member and the role that they have to provide. Make them essentially a better board member than when they started.

Many people who have gone camping have seen things that say, leave this camp site in better shape than when you found it. And I think for board members, it’s the same. Leave those board members better when they leave than when they found you. And if you can do that and think about their development, I think you’re going to have better board members overall.

The last thing is a little trickier and sometimes still quite useful is if you can keep them. Too often at the end of their term, we say goodbye, and those board members go off into the blue and we lose all that expertise, knowledge, history, and wisdom that they’ve built up. So I’ve seen creative ways to continue to engage those board members because we want them. They’re very connected to mission. They make great donors. They might have a planned gift for you.

In one case, it meant bringing back board members once a year to an annual lunch. It was an open invitation you could attend as a former board member. And you would hear from the current CEO and share about issues the organization was facing. Obviously there’s less of that during COVID, but maybe it’s easier now to do that by Zoom.

You definitely want to make sure that you don’t lose those board members. Give them an opening to reconnect because they’re your best ambassadors. They’ve spent three years, six years, eight years or more really getting to know your organization.

One of the questions we’re going to get is, what if you don’t have term limits and you’ve got someone who’s been on the board, 15, 20, 25 years? Those are some of the trickiest things to do. But an alumni program gives them a place to go. It’s not a be-all and end-all kind of solution, but it does help give them a place to go given how much they’ve given to the organization over that time.

So, think about ways to engage those that have been with the board for some time, but then are moving on.

And the fifth good idea is to look to other sectors.

Look to other sectors to learn about other good governance practices that we might be able to emulate in this sector. Especially when we’re thinking around the terms about accountability.

This seems a bit strange because it goes against something that I believe fundamentally: In the nonprofit world, we live with more complexity of stakeholders and challenges than many other sectors. And I actually think the for-profit sector has a great deal to learn from working in a complex sector where you aren’t driven predominantly by the bottom line, and that service therefore in a charity board is in some ways more relevant to operating anywhere else than necessarily coming from the for-profit side.

However, when you look at a publicly-traded company and you look at the work they do and what they report and the levels of accountability, I actually think we have a lot to learn.

If you look at most charities’ annual reports, they’ve become beautiful, happy, tell-all types of documents that don’t really get into the challenges the organization is facing. There’s a lovely letter from the CEO and a lovely letter from the chair. The finances are in there, and then there’s a list of donors, and then is there some beautiful pages and pictures of the great work done throughout the year.

If you go and look at what publicly-traded companies must provide, you’ll see a management discussion analysis, you’ll see a future earnings report. You will see all kinds of issues that talk about the issues that an organization’s actually facing, good and bad. You’ll read about the different committees of the board, who’s on it, what they’ve done, and how important it was for them to learn more about their work. You’ll also read about the board education program that many publicly traded companies need to have. They need to continue educating their board members to be better.

So there’s some really interesting things that the for-profit sector does, maybe because they’re required to, that we’ve become a little bit lazy about in terms of accountability. So are we truly reporting to the stakeholders that matter the most on what we do? And that starts with the board. Or are we making it a very sort of happy, sunny, rosy picture at the end of every year in terms of great things we’ve accomplished without getting into a little more depth of the issues facing the organization? Do you report on what the various committees have done at the board level and what their roles are?

I’ve talked earlier about having, for instance, the human resources and compensation committee. I think that’s always something that’s of interest. I do think you have to be careful how many committees you create, because very often, it’s just you as a CEO supporting many of these committees. But if you have the capacity, take the critical functions of the board, and I really think there are three main ones. You’ve got a finance audit risk management. You’ve probably got a governance committee that thinks about the work of the board. And then you’ve got one that does this important thing which the board has responsibility for, which is manage the CEO. And therefore, an HR slash compensation committee is not a bad idea. So think about those things.

And the last thing I would submit is something you can’t do in Canada, but the United Kingdom has started doing this. They’ve started thinking that in certain sized nonprofits and charities, maybe it’s time to pay trustees for their time, because the issues are complex and the time needed to really focus on it and do the job well has been about getting people to understand their work as a trustee. The last thing we need is board members who are sleeping.

So we do need to understand that board members should be spending a lot of time doing the materials, reading, engaging. Maybe in some of the largest organizations, that means thinking about potentially compensating them for some of that time. Now we’re not thinking the salaries that those in large publicly-traded companies might make. And it’ll be interesting to see how the UK experiment happens, but I put it out there as an example.

Last but not least, don’t do some of the bad things that for-profits do. You don’t want a CEO and chair all in one. That’s a lot of power with little accountability. So you don’t want to be Mark Zuckerberg, essentially.

Often people ask if it’s good practice or bad practice to have the CEO have a seat on the board at all? And my advice is I still think you need greater separation of management and governance, and I still don’t think that’s a good idea, although there’s several organizations that still do that.

So those are the top level pieces. As I said, it doesn’t cover the gamut for everything that a board could or could not do. It’s some tips and tricks that I think really should get you thinking about how you could change your board and really get them thinking about it.

It was a real struggle today to narrow this down to five good ideas and include some bad ideas that you shouldn’t do. But this is a conversation that can go on and on and on. What amazes me about governance is the number of resources, the number of consultants who have provided materials, often for free, on governance. Yet we all struggle with this and it seems we’re endlessly trying to find the right balance to make this work. And I don’t think it’s because of the lack of resources. I actually think it’s because there’s very little training on board governance.

There’s a lot of training to be a board director if you want to spend the dollars that it takes to take the corporate directorship course, but that’s pretty inaccessible to most people and especially a lot of nonprofit boards and board members. And as CEOs, we don’t spend the time learning this. When I did an MBA, you learn a lot about strategy and marketing, but you learn very little about governance, and yet it consumes so much.

Again, thinking about Rogers today and the debate that’s playing out in public view, governance is hard. Governance has to be done well. It causes more problems for more people, because it’s lonely at the top. Often we have no one else to talk to if you’re in a CEO seat. So I hope this has been helpful today in terms of thinking about it.

I really think that people need to be thinking about this more proactively. It will make your life better overall, because the board can be a huge source of pain, but it also can be a huge source of pleasure when you have a high functioning board that’s working well in partnership with the CEO and senior management. So I believe I’m turning it back over to Elizabeth, where there may be some questions in the chat that we’ll see if we can get to. But I really appreciate the time everyone’s taken today to listen to this and I hope it’s been helpful.

Elizabeth – It has, and I can already vouch for that because I think one of the early comments in the chatroom said, “This is therapeutic.” And I think I have to concur, because I think, as people that work in nonprofit organizations at a senior level, these are things that we think about, we’re challenged by it, and as you said it’s really hard. And I think it comes down to a lot of what you described. It’s relationships between people, and a lot of your advice comes down to how do you engage people, talk to people, get them thinking? All of that sort of stuff and build alliances and that kind of thing.

So we have questions. I want to go back up into the Q&A. I’ll remind everybody that’s on the webinar, if you want to ask a question, I am only looking at the Q&A box, so please put your question there and that’s where we’ll go. So first of all, Owen, you talked about how it’s the job of the CEO or the ED or whoever’s in charge to shape the CEO evaluation and management. How do they do that? How do you shape that with the board? Easier said than done maybe.

Owen – Yeah, no, I think it’s a fair point. I should have gone in a little more depth. I actually think one is providing a framework. So do the research. If you look online, you’ll find all kinds of evaluation formats for CEOs. And they’re not always the same as what you’d do for an employee evaluation, because they look at organizational responsibility and individual capacity.

Also know that it’s very hard for boards to thoroughly evaluate some of the individual responsibility pieces. So sometimes you’ll see boards who say, all right, well, you know, we can’t evaluate how you work with the team because we don’t see it day to day, but every three years we’re going to do a 360 degree evaluation. Not every year because it’s perhaps onerous, and that would be my recommendation, by the way. I’m sure some boards do do that every year. But do it from time to time to really get a sense of how you’re working within the organization. But there’s models of CEO evaluation.

And one of the resources I point to is BoardSource, which has a lot. It has some paid resources and some free, and I would recommend looking in there because it talks about, as an example, here’s a model for CEO evaluation that a board can use. So here are the areas that they need to pay attention to. And here’s how to evaluate that. How much weighting should we put to revenue? How much waiting should we put to engagement of external stakeholders? How much do we measure against the strategic plan and how much do we evaluate the CEO’s own role in shaping the board’s agenda and work? So help them do that.

Don’t let the board flounder around and try and find it. Give them a framework and give them a process. Build a timeline that says, you know, I’m going to, starting in say, November, this is when you’re going to have a conversation about this part and then take them through in January and then with the expectation that by February, they’ll be able to sit down. Schedule a time in your calendar already with the chair of the board or the chair of the HR committee to say this is when the evaluation will happen.

So I think taking the bull by the horns and saying this is the format, here are the pieces, you can decide if you want to use this or not, but I’m going to set up all the pieces, both the process and the framework for the content, obviously you can’t do the content, is enormously helpful.

And by the way, a self-evaluation as part of the process is never a harmful thing. It’s painful to have to write it. You sort of feel like why am I writing about myself? And most people are a little bit humble about it, but I actually think writing some of your own evaluation to give to the board for them to respond to is very helpful as well. So those are some of the tips that I think allow you to take charge of that process and get the ball rolling.

Elizabeth – That’s a great set of ideas. Thank you.

Someone else asks about the use of matrices for recruitment. So, you talked about reaching out to get a reflective board and ensuring, and I think you did a really great job of talking about some of those competencies of diversity that you want to see present. These matrices that are out there that illustrate breadth and depth of what diversity needs the agency has and how these are being filled by board members. What are your thoughts on those? Are those useful tools? Or do they get us back into the boxes of representation?

Owen – So I think you have to have a matrix these days because it’s so complex. I actually use two. We have one that talks about geographic representation, linguistic representation, reflections of different stakeholder groups. So we look at that as a broad piece of who they reflect or represent obviously in a reflective way.

Then there’s a second matrix that says what skills are brought to the table? So if you then look at, are there people who understand brand and marketing, and are there people who understand revenue and fundraising and those issues, are there people who can bring a perspective on management strategy and management as a few other? If you think about the skills you need at the table, that other matrix also has to be filled out.

If you just do the first one, that’s where I think boards fall down, because then what they get are they get people who are potentially becoming truly just representative and they’re going to represent a certain issue. But if they can bring to the table that broader other spectrum of the matrix that says, are we filling the gaps and the skills we need at the table? Then you’ve got a board that’s better able to serve you when it comes to a strategic question or a crisis or something else, because those skills are also at the table.

So I hate to make it more complicated, but in some ways, by using a variety of matrices, I think you actually get a better representation of what you need, a stronger board overall. So yes, use them, because you will need to make sure you’re representing your community and then having a reflective board. Make sure they also reflect the needs you have as a board. So one is a very public-facing piece and the other is an internal-facing piece. But we actually share both in a discussion paper that we provide.

We do an annual report, like I talked about, sort of the glossy piece. And then we do what we call the management discussion and the governance discussion to our stakeholders, which are members, that actually says, these are the matrices of the board as it exists and how it’s going to look once we’ve elected the new slate of boards, in terms of skills at the table and representation. So we openly talk about the fact that both of these need to be at the table.

Elizabeth – Nice public accountability.

Now here’s an interesting question, and I think it’s interesting because I’ve been a board chair a couple of times, and I always feel that it’s kind of by default that I was the only person willing to say yes. So if you do it with greater intention, what characteristics or skills should the chair of your board have and what is a good process to identify those competencies as opposed to them self-identifying or the only person that’s going to actually get the job done?

Owen – Yeah. This is really good, because the last thing you need is a board chair who thinks that the chair is the boss. They are the voice of, and so the role is actually very, very challenging, first of all. And I think anyone, if you’re able to spend the time explaining that the board chair is a difficult role, because their role is corralling and convening the voices around the board table into a conversation that can work with the CEO. And so it’s much more of a collaborative role, a convening role, and a chair in the sense of a person who’s making the meeting work, whose interest is served in making the meeting work.

And again, I hate to point to BoardSource again, but they actually have a very good piece on what makes a good chair. And we download it at our organization and hand it to the incoming chair as an example. But it also becomes part of the board evaluation process.

Boards that have strong evaluation processes identify every year others amongst themselves who could be good potential chairs. Now, I want to be chair, but the idea that hey, who else should be chair? Who do I think would best represent us as an organization?

And those votes through the governance committee start to really add up and you start to see that there’s a consensus that so-and-so on the board, who may not see themselves as chair, but the rest of the board sees the potential for that person to collaborate and engage in the way that they think makes sense. And I think there’s something very valuable giving that process. You know, it’s democratic, but it also means that the unusual suspect might appear out of the mist as your new potential board chair candidate.

Because it’s often the people who, you know, they’re too modest to put up their hand, but they actually have the skills and talents to make it work. So it makes it easier than casting around and trying to find that one willing volunteer, or maybe the sucker who doesn’t know what’s involved in being chair, which is the worst kind of role, because then they get stuck in a role where they’re not going to put the time in and they don’t have the skillsets for it.

So I think those things of setting up the expectations around it and a job description around what the chair is, that’s what the BoardSource piece is useful for. And then having a process to really figure out who it is who others are seeing as a potential chair.

Elizabeth – Terrific. Now here’s an interesting question around different capacities on a board. Thank you for the excellent presentation. Working in housing, we frequently hear from nonprofit boards who are keen to bring tenants onto their boards, i.e., to build a more representative board, but struggle with the disconnect between the capacity of community-based directors and that of the directors with more quote, unquote professional experience. For example, backgrounds in law, finance and so forth. Do you have any advice to help them strike that balance? And there’s actually, that creates a power differential as well sometimes.

Owen – That was really tricky, because when I talked about lived experience, there’s no more lived experience than people who are currently part of that constituency. Some bylaws are going to require you to do that.

I don’t love the idea and that’s just my take on it. I prefer this idea that we’ve done. It’s easy in a youth organization because you have to be 18 to be on the board. So we can’t actually have a youth member who’s currently part of a club, but we have lots of former youth members of our clubs who are on the board because we think that’s really important to hear their voice. And they may be quite recently former youth members, but we’ve gone out of our way to cultivate a stream of those who eventually might serve on the board. So they might serve on an advisory board.

We actually have a national youth advisory committee, and it meets from time to time with the board, but it doesn’t have a governance role. And eventually some of those, after they move on from being direct service recipients, they become members of the board. And I think if there’s a way to build towards that or to build that in, I actually think you have a better dynamic, because then you start to get rid of some of those issues of inequity. You don’t build onto someone who often doesn’t have the same capacity to be at a board level. So you can have the tough conversations at the board, and you also remove conflict of interest.

It’s very hard not to represent your own interests at the board when you’re the direct service recipient. I know that many will say but that’s the mission, we need to have that. I think you actually set yourself up for some difficult and maybe disingenuous conversations as a result.

You definitely want the people who’ve been there and done that and had that experience. You also want ways for your board to understand the mission and to extend to engage with people who might be the tenants or in other ways, living your mission. But I think putting them directly on your board, I think we sometimes go too far in trying to be equitable and accessible. There’s many ways to do it. So it’s not, I don’t think, the best practice. I understand why many do it, but I don’t. I wouldn’t recommend it if you don’t need to do it.

Elizabeth – Okay, great. A very quick question. What are your thoughts about the Imagine Canada’s Standards programme and how the standards, even if the group are not interested in accreditation, might support education and learning of board members? Is this a resource people should take a look at?

Owen – That’s a really great question about Imagine Canada’s Standards, because I actually thought about that while writing this or preparing the notes for it about, and I was thinking about it pointing to the governance section, especially, but it’s not just the governance section.

If you’re a board who aspires to Imagine Canada accreditation, you’re going to be looking at five different key areas from finance to governance to human resources that the board has to sign off on. And it’s a great model to understand your roles as a board in terms of what you should oversee. It doesn’t go too deep into operations. It keeps it at a high level of the things that you want coming across the board’s plate to be talking about. So you’re touching on a bit of everything. So it’s a really useful template to dive into, even if you’re not thinking about full-on Imagine Canada accreditation.

I would definitely suggest taking a look at them all because you can download the accreditation handbook for free and look at the five areas that are required, and what’s required to report to your board because the board doesn’t need to sign off on it all. And think about, would you be able to, as an organization, meet the requirements of those standards? Obviously, if you’re already accredited, you need to do that and you should be putting in place a process, but it’s a fantastic model for thinking about building that board agenda, including things like saying okay, well, you know, every three years, the fundraising policy in terms of say gift acceptance and other things has to come to the board table.

That keeps the board out of the day-to-day policy and operations of it, but it means that it comes to the table from time to time just as the accreditation standards would require. So it gives you a cycle and it gives you a level of what should be at the board table without getting into too much detail.

Elizabeth – Great. Good answer. I’m going to combine two questions here, and I think you’ve touched on some of it, and there are also some resources out there for this. One person says, how do we help support the board in embedding core principles such as equity into their roles? And then another side to this is, if you could create a new training program for racialized leaders to prepare them and assist them to get board positions, what would you be sure to include?

Owen – It’s interesting because this I think we’ve struggled with. Boards are looking for their own agenda around diversity — in our case diversity, equity, inclusion. And we’ve done a lot of work with our staff on training. And we’ve now said, why are we just doing it with staff? Let’s take our board through this training as well. And I think that’s sort of level one engagement.

A lot of us are just figuring this out. I think we’re doing this with a new lens over the last year or 18 months, and we’re starting to find our feet on it. But in our case, our human resources committee has said let’s take the lead on figuring out what a diversity and equity program looks like at the board level. And we would engage in external consultants. I realize not everyone can afford to do that, but it’s been very helpful to say, okay, this is the staff program.

What can you do with the board where you’re not going to be able to take them aside for the same amount of time and in an in-depth way, but gives them the understanding of the issues that they should be considering as a board? And I think that’s been helpful.

Beyond that, I think there’s other training you look at for staff, and sometimes it’s not consulting. Sometimes it’s courses, sometimes it’s training, and we’ve shared, for instance, resources on reconciliation, not just with our staff, that we want our staff to take, but said to the board members you know, you could do this too. And we’ve, again, had a board member who really took the lead when we suggested this and is championing this.

Taking, for instance, I believe it’s the course at the University of Alberta or other places where we’re saying these are good examples and we’re encouraging you to do this. And at some point, we’re going to build it into the agenda. We’re going to set aside time on the agenda, have conversations around this, or bring up an issue or talk about these issues as they’re seen from, for instance, a service recipient in one of our clubs. So you get that direct understanding.

I don’t have more to offer for that because I think it’s a big evolving area and it’s something boards need to work on in a pretty significant way. And it goes to that second part of the question, which is one I actually think, this isn’t just about talking about diversity.

We all do a terrible job of bringing up the next generation. And the challenge we’ve thrown out to our clubs is that the CEOs need to replace themselves with people who don’t look like themselves. That means fostering young leaders. And that means part of fostering young leaders, if you’re in a CEO role, exposing them to the board.

I would encourage you to think about bringing others in your organization to board meetings and giving them exposure to boards, because the board is a mystery, and it is probably the last massive bastion of white privilege and the walls need to be broken down. And the way to do that is to bring people into those rooms, to break the myth and to engage, to build their skills and their experience being in a boardroom and understanding of the types of conversations and questions that happen there and how to present in a way that holds others accountable, to be quite honest. So I think there’s, we have a duty to work on that. I think sometimes people say well, you know, we hear this all the time, but I actually think we need to double down on bringing others into the boardroom.

So that’s one of the ways, and I think the other way is programs where we’re giving people those skills and those tools, or finding ways, knowing that we need to invest. We can’t just put people in the seat. We need to say, look, I think we’ve got an opportunity for you, and we have this opportunity to take a course or to understand a bit more about governance by attending a session or something else that’s outside of. I realize that adds more time and that’s not always fair, but I think we need to think about how we help them on that journey versus throwing people into the boardroom.

Elizabeth – So we started out, Owen, you and I, saying to each other before we began that we were going to have a problem with too many questions and we were right. I don’t know if anybody wins a bet on that or if we were on the same page.

So I want to get a couple more questions in, but I am looking at the time, and we have a hard stop at two o’clock. There were a few questions around your differentiation between generative and strategic rule of the board. I wonder if you can give a sharp example of what a generative role would look like and how that’s different from strategy or how it might play into strategy?

Owen – Well, it’s interesting. So I think strategy is the broad direction for the organization, right? It’s how you’re going to not just play the game, but win the game. And that means revenue and it means growth or whatever it might be. How you are going to serve your mission the best, given the circumstances for the next three to five years? That’s strategy, and I think that’s where the board needs to guide on a strategy that management delivers.

It’s management’s job to write that strategy and say, this is what I think it’s got to be. We’ve got to get more funding here, we’ve got to diversify, whatever that is. And the board needs to be your sounding board where that conversation gets tested.

Generative issues are the ones like we just talked about. It’s saying, let’s bring in someone to talk about diversity, equity, inclusion. Let’s have a conversation about it. Let’s talk about someone who’s been impacted and has seen the barriers that got created systemically in society. Let’s have them present to the board, so the board dives very deep into this issue and it becomes a lens.

So generative pieces are a lens to add colour to some of that strategy. Because then you come back later and say, so given the strategy and where we’re going, what do we need to do a little bit differently or tweak given the conversation we just had? So you get deep into some issues, or you have a deep issue about how community is faring and why they’re not doing well, or an issue of someone who talks about the impact of COVID on children who haven’t had access to technology devices through virtual education. Those are generative issues.

They’re deep dives on issues where you go, wow, that was eye-opening and they were difficult, they were interesting, and people got to ask tough questions and really engage in a conversation. But it’s only one teeny piece of the broad strategy. It can be added onto the strategy, or it might amend the strategy, but it’s not the strategy as a whole. So you take an issue that you wrestle with and you add it into a significant conversation at the board level.

Elizabeth – So I’m going to say, thank you so much, Owen. You crammed a lot into 60 minutes. So much to think about, great resources to take a look at and follow up with, and lots of great examples. Thank you so very much.