“Boards make policy decisions; the CEO and staff carry them out. Boards decide the ‘what,’ and the CEO and staff take care of the ‘how.’ Boards should focus on ends, and the CEO and staff on means.” These pithy descriptions of the division of labor between the governing body and its CEO and staff probably sound pretty familiar. They certainly appear countless times in my notes of interviews with board members and CEOs. Elegant in their simplicity, these role delineations are not, broadly speaking, wrong, but being slogan-like statements that are abstracted from reality, they are definitely of no practical use in the day to day work of governing a nonprofit or public organization. In fact, because they suggest that you could even draw a solid line separating the governing work of boards from the executive and administrative work of CEOs and their staff, these abstract guidelines can be misleading and even dangerous, leading to a simplistic we-they view of the governing terrain that can all-to-easily preempt serious thinking about how we can get the complex work of governing done.
Board-savvy CEOs are above all else clear-headed realists who know, first, that governing a nonprofit or public organization is a team sport whose players are board members, the CEO, and her top lieutenants and, second, that governing is a messy game without hard and fast boundaries separating the different players’ roles. I’ve defined governing as making decisions about concrete governing “products” such as a values and vision statement or the annual operating plan and budget and making judgments based on such governing information as a quarterly financial report. Truly board-savvy CEOs know that the processes for making these decisions and judgments involve intensive collaboration and interaction among the key governing team players – board , CEO, and executive staff. They have also learned from experience that the process for getting a particular governing decision or judgment made – say, adopting the upcoming year’s budget or identifying an alarming cost trend – should realistically be seen as a spectrum, with “pure” board work at one end and “pure” CEO and executive team work at the other, with the bulk of the spectrum being a mix of players – a bit of black at both ends with grey predominating between the two extremes.
I’m reminded of an experience early in my consulting career that taught me a valuable lesson about the intensive board-staff collaboration involved in making complex governing decisions – and about transcending the negative we-they mindset. My client, a large suburban school district, was gearing up for the annual budget preparation process. The board’s newly formed planning committee, along with the superintendent and a few of his top lieutenants, met to go over the budget preparation calendar, pinpointing when the committee and full board would be involved in the process. Before getting into the details, planning committee members made clear that they was fed up with the board’s lack of meaningful involvement in the budget process in recent years. The committee chair pointed out that the board’s traditional role basically consisted of thumbing through the finished budget document that the superintendent transmitted a month before the budget adoption deadline. At that point in the game, as everyone in the meeting recognized, all board members could do was ask relatively unimportant questions about particular line items. Raising critical issues at that point would wreak havoc, and no one wanted that.
The superintendent, a truly board-savvy CEO, wasn’t taken aback by the criticism. Far from being thrown on the defensive, he welcomed the opportunity to brainstorm a new process with more timely and meaningful board involvement. The upshot was a daylong “pre-budget work session” involving the school board, superintendent, and all of his executive team, which took place before department heads began putting their detailed budgets together. There were two primary objectives. The first was analyze the key factors driving expenditure levels – both controllable (such as salary increases) and uncontrollable (such as utility costs) – and to determine what major cost decisions needed to be made and how and when in the process they would be made. The second was to identify and discuss operational planning issues at the department level, based on presentations by all of the department heads, and to reach agreement on the issues that would receive special attention in the proposed budget document. The issue analysis part of the work session was eye-opening to board members, as it turned out, who realized that many important operational issues (for example, growing violence at high school football games) could be addressed through the budget process without necessarily increasing expenditures.
This blog post is excerpted from my 20th book, The Board-Savvy CEO: Building a High-Impact Partnership With Your Board (Governance Edge, 2014).
