We had a very productive conversation on November 10, 2012. Our purpose was to understand what good governance is and how it might look at a publicly elected board of school trustees. The question we set ourselves was: How can a trustee balance: representing constituents, presenting a coherent vision, and making sure it translates into action? Dale Hudjik, governance consultant, Carol Bazinet, Calgary Board of Education trustee, and Geoff Shorten, COO of TSX-listed WesternOne Rentals shared their expertise with us. We captured some highlights of their comments on video.
We also noted some of the highlights of our conversation. As a reminder, this isn’t a reflection on any current board, but opinions on best practices. We believe that all trustees and candidates arrive with good motives.
- Good governance is about principles, purpose and accountability. Trustees must have integrity and be able to respectfully disagree. Trustees should be willing to take a position and speak on the public record.
- “One voice” should apply when giving direction to management, not in conversing with the public. Individual trustees should be connected to their community.
- Trustees set the culture of an organization. The chair in particular sets the tone for a board.
- Trustees set their own role. But they need training to learn their jobs.
- Millions of decisions are made in an organization and the board will not be involved in all of them. In order to allow the board to make good decisions, management needs to work through and present all alternatives with a clear recommendation. They should provide detailed briefings, but succinct presentations with pros and cons.
- Policy governance must define a clear vision. The board is responsible for strategy, for ensuring management is successful and for financial and safety controls. They govern by policy (eg. system-wide decisions), not case by case. Management has expertise, not the board.
- The board is ultimately in control and needs to be independent, respectful and confident and able to have trust in management. For that, they must have the right people. There is a healthy tension between the CEO and an independent board. It is important to ask questions and to have respectful differences of opinion. There can be a discussion without pointing fingers.
- It is normal for the CEO to be the only management at a board meeting, with the COO and CFO attending just long enough to make their presentations. In theory, the board has a single employee, but in practice the CEO, COO and CFO all report to the board.
- There is a healthy tension between the CEO and an independent board. The independence of the board and ability to ask questions is key. It is very easy for management to mislead a board, intentionally or unintentionally. Management needs to provide pertinent information, but not too much information. The board should not make operational decisions, but they need to judge the process of how decisions were arrived at.
- The will to govern is essential. It’s sometimes difficult and uncomfortable, but the board can only be effective if they are willing to make the effort and take the necessary action to govern.