In the Board Room: Staying In the Loop And Out Of the Weeds

Recently, a nonprofit CEO requested that I help him keep his incoming board chair “in the loop but out of the weeds.”

A catchy slogan, but what does that really mean?

Those who have been through board leadership changes know the delicate balance between providing access and information and keeping board and staff in their appropriate roles. To be effective, a board chair must have a high level of engagement, but interference in daily management creates challenges. So how does one keep a new chair in the loop but out of the weeds? Is it even possible? I think, with effort, it is.

Understanding the role

I broke down that task into two components. The first step was to reinforce the notion that the CEO works for the board as a whole and not the chair – or any director – as an individual. Management is the authority of one supervising many while governance is the “art” of many supervising one.

It is ultimately a directive of the board as a whole that decides in what detail from within the organization is shared. In other words, the board needs to set a policy that all agree upon about how much day-to-day details are needed for them to make good governance decisions. This concept is key to creating a one-voice board. Additionally, any required information must be shared equally among directors, embracing the concept of a holistic board structure and guarding against the possibility of creating directors who are outside-the-loop.

How to decide the level of information needed?

John Carver, the creator of Policy Governance ®, suggests that information comes in three flavors.

• Decision information: non-judgmental and forward-looking. This information is used to help prepare the board in its decision making. For example: an environmental scan or capacity building study that assists in deciding growth goals or next steps.

• Monitoring information: determined in advance and used for assessment. This information assists the board in determining metrics around staff accomplishments for board-approved activities. For example: program goals, growth percentages, or benchmarks set out in the strategic plan.

• Incidental information: is everything else contextual or outside of scope. This is information that is neither decision or monitoring information. It may help understand situations. Carver cautions boards to avoid the trap of allowing incidental information to masquerade as monitoring information.

When thinking about the level of information needed, the key is to develop a plan, based on the formal directive of the board, to receive both decision and monitoring information as requested. Additionally, it is critical for a board to discipline itself to resist the temptation for any director to pursue incidental information on an individual basis. If an individual director believes that certain incidental information should be available for the board to do its governance job, the request does not go to staff, but rather back to the full board for consideration. That request, if granted, becomes a formal directive to the CEO and information shared equally among all directors.

What’s good for one is good for all

The bottom line is that unless the sharing of specific Incidental information becomes a formal directive of the board, an individual director has no status beyond being a member of the general public in making such a request to staff. This is especially important when dealing with the chair-CEO relationship, when the administration often feels more acutely (although still inaccurately) that this individual is his or her “boss.”

By keeping information part of the board directive as a whole, the organization reinforces the importance of shared responsibility and shared governance that is at the heart of nonprofit structure. This disciplined approach to governance keeps the board in the loop while preventing an individual director from wandering into the weeds.

About the Author

Ron Kratofil

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Ron Kratofil has served as president of Goodwill Industries in Lancaster, Pa. since 1991. He retired from that post in July of this year. He is a member of the Pennsylvania Workforce Development Board, the Rotary Club of Lancaster, and is the director of William Penn Human Services. He is also a facilitator for Leadership Lancaster Board Leadership Academy.

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