 role from the organization’s management roles. While governance and management are inextricably linked, they’re separate functions. Currently, the British Standards Institution’s (2013) Code of Practice for Delivering Effective Governance of Organizations is generally considered the best explanation of what’s required for effective governance and defines management as “… bringing people together to accomplish desired goals and objectives, using available resources in an efficient and risk-aware manner.” In simpler terms, management is about “getting the work done.” Whereas governance ensures organizations pursue the right purpose, in the right way, and continuously develop.
A board is 100% accountable for everything that happens in an organization. However, being accountable for everything doesn’t mean the board must do everything, or even specify how to achieve its purpose. When determining how the organization will best accomplish its purpose, the board must differentiate between responsibility (obligation to do a job), authority (legitimate right to decide what’s to be done and by whom, or decide who can decide), and accountability (state of being answerable for outcomes of delegated responsibility and authority).
For example, boards may delegate some responsibilities to board committees and board officers. In turn, they may assist their board with governance responsibilities, safeguarding the integrity of board conduct and behaviour, and holding delegates accountable for appropriately exercising their authority. Of course, these relationships must be thoughtfully described and documented to ensure role clarity.
Where there’s staff, the board typically delegates the management of the organization to 1 senior staff member, such as the CEO or Executive Director. This involves the authority to bring people together to accomplish goals using resources efficiently, wisely and ethically. When the board delegates this authority and responsibility for management, it must hold that senior staff accountable for the use of delegated authority.
While this sounds straightforward, sometimes a board can unintentionally compromise the clarity of its delegation. For example, if a board delegates the management of any aspect of an organization’s functioning (such as human resources, finances, or high performance) to its CEO, and also establishes a board committee to oversee, support or (even more confusingly) direct the CEO or the CEO’s direct reports it will almost assuredly sabotage role clarity.
If a CEO is to be accountable to the board for wise, ethical management and accomplishment of results, then that CEO must have authority to decide without “help” or “instructions” from board-appointed committee members. While delegation can make boards nervous, it’s possible to delegate safely.
Role clarity is supported when a board ensures its policies clarify and document the authorities, accountabilities, performance standards and reporting requirements of all roles in the governing and operating of the organization.
To delegate safely and support role clarity, the board must first specify the results it wants and boundaries for actions and decision-making that must be respected in pursuing those results. Second, the board must document. Third, the board must implement a systematic, rigorous reporting system. Finally, the board must evaluate performance based only on predetermined, documented expectations. Delegating without an accountability loop leaves the board at risk, either that the organization is underachieving or crossing boundaries of ethics or prudence.
Even small organizations without staff can apply these principles to produce role clarity. It’s essential to understand who “owns,” who governs and who manages the organization. When board members are also on the management team, it can help to divide meetings into 2 parts. One part for focusing on governance roles and the other for management responsibilities. Otherwise, day-to-day responsibilities that are more urgent and top of mind can challenge working boards. Boards must be disciplined about dedicating time to develop strategic foresight, set direction and establish boundaries, or no one else will.
While the roles and accountabilities involved in governing and managing differ, each is necessary to organizational success. Lack of clarity about these differences is a recipe for organizational underperformance at best, and failure at worst. Earlier, this blog post noted that team success depends on individuals understanding and executing their roles. Achieving excellence in governance requires similar discipline: clearly defining roles, developing the skills to execute roles precisely, and intentionally staying on course. Just like winning an Olympic medal isn’t a miracle, excellence in governance isn’t magic. It’s hard work that’s within the reach of every board willing to make the commitment.
Rose Mercier, MBA, GSP, has worked exclusively for the past 12 years as a senior consultant with The Governance Coach on supporting not-for-profit, public agency and corporate boards to achieve governance excellence in Canada and the United States. Rose worked in the Canadian sport system for more than 20 years in program management, chief executive and system leadership roles. Her extensive involvement in Canadian sport continued through consulting engagements with more than 60 national and provincial sport bodies. She’s a founding mother of Canadian Women & Sport. Rose can be contacted via email at |||EMAIL_ADDRESS||| British Standards Institute. (2013). Code of practice for delivering effective governance of organizations (BS 13500).
On Thursday 16th February all students in Year 7 were involved in a Study Skills Day held at the Racecourse.
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