Let’s begin with a sad and all-too-familiar true tale of woe that a transit general manager recounted to me in one of our early coaching sessions. A few months earlier, he and the governance consultant he’d retained to analyze his board’s structure joined all board members in a special two-hour work session to consider a recommended new committee structure to replace the administratively-focused, narrow “silo” committees that the GM and consultant agreed were leading to rampant board micro-management. Standing at the front of the conference room, the GM and his consultant began the PowerPoint presentation describing the functions of the recommended new committees. They hadn’t gotten far when five of the longer-tenured board members, two of whom were chairs of silo committees and the other three very active members of those two committees, went on the attack. Opening with that traditional, anti-change warhorse, “If it ain’t broke, don’t fix it,” they quickly bogged the session down trying to figure out how all of the current silo committee functions could be fitted into the recommended new committees. They couldn’t, of course, but the two hours had evaporated before anyone realized what a waste of time the discussion was. An opportunity was squandered. The momentum for governance change was lost, and no follow-up session was held.
Now let’s turn to a true success story, adapted from Chapter 7 of my and Dave Stackrow’s new book, Building a Solid Board-CEO Partnership, illustrating how ownership transformed board members of a transit authority into powerful champions for board development.
Six months earlier, this transit board – in a half-day work session that included the CEO and the executive team – had approved a number of action recommendations aimed at turning the board into a higher performing governing body and strengthening the board-CEO working relationship. The most technically complex and politically sensitive recommendation was to replace seven of the kind of “silo” committees described above with four standing committees closely aligned with the board’s principal governing functions: coordination and management of the board’s governing operations; strategic and operational planning/budgeting; performance monitoring/audit; and external relations. Now, six months later, the new committees were fully functioning and the board was without question realizing more fully its governing promise.
What led to the board’s making such a momentous – and ultimately efficacious – decision to adopt a new committee structure? It certainly wasn’t because the CEO or a consultant studied the situation and brought the recommendation to the board. Meaningful board engagement did the trick.
The story had begun around a year before the half-day session at which the board adopted the new committee structure. Over the course of three meetings, the board officers and the CEO had batted around ideas for taking the authority’s governance to the next level. At the third meeting, they had decided to put together a “governance task force” headed by the board chair and consisting of three other board members and the CEO, which was charged to fashion a set of action recommendations to strengthen the board’s governing capacity. They had also decided to retain a consultant with extensive governance expertise to support the task force: preparing task force meeting agendas; developing information for task force review; facilitating task force deliberations; and writing the task force’s report to the board. The task force met six times – three in-person sessions and three teleconferences – to identify and assess governance issues needing attention and to fashion the recommendations that were ultimately presented in the half-day work session described above.
The task force recommendations were sensible and technically and financially feasible, but what really made the difference in terms of the board’s unanimous approval was the passionate ownership that the four board members making up the task force displayed in their presentation. With the task force consultant sitting quietly as backup, the task force chair opened the special work session by describing the process the task force had gone through, after which each of the three other board members on the task force presented one of the recommendations, thoroughly explaining the intent and technical content of each recommendation, and answering questions from work session participants. They turned to the consultant a couple of times over the course of the three hours, but basically the board members carried the ball. They obviously understood the recommendations inside-out, and because they’d held a “dress rehearsal” the day before, they were quite comfortable with the PowerPoint slides they used in their presentation.
This is a vivid example of ownership as a force in decision-making, but I have witnessed the power of ownership in many similar situations over the years. I seriously doubt that in this case the recommendations would have been adopted if a consultant had merely come up with them and tried to sell them to the board. The normal human resistance to change, often having to do with a strong ego investment in current practices, would almost certainly have carried the day.
