Here’s Some First Steps to Start “Fixing” a Broken Board

Businesspeople in a meeting room

When Boards have recurring problems, such as poor attendance, low participation, high turnover of members or increasing conflicts, here’s a quick process that I’ve used successfully to “jump start” recovery.

Sure, the steps aren’t all of those needed for complete Board development — those steps would produce a blog post about 25 pages long. But the steps often are enough to get things going.

1. Propose a very brief Board evaluation as a “best practice.”

Don’t suggest it to “fix” a broken Board. Instead, suggest it as a “best practice” — members rarely refuse to do a best practice. Use a straightforward questionnaire that asks about occurrence of various “best practices.” The tool should not require more than 20-30 minutes for each Board member to do, because they’re all very busy people. Here’s some Board evaluation tools: https://staging.management.org/boards/boards.htm#anchor580514

2. Ask a couple of Board members to be an ad hoc “Board Governance Committee.”

The Committee compiles results of the evaluation and shows them to Board members in the next meeting. Don’t do a lot of analysis and interpretation of results. Just compile the results onto a couple of sheets of paper.

3. In the next meeting, show the results, then ask “What do we want to do?”

Be quiet and listen as Board members discuss what they themselves wrote on the evaluation — it’s their words that are being fed back to them, not the Committee members’. Ask “What if we do nothing? What do we want to do?” Usually, members want to do something, but they’re just not sure what to do.

4. So then suggest that they approve a simple “Board Development Plan.”

The Plan lists goals for improving the Board. The goals simply are the questions from the evaluation tool that now are reworded into goals. Don’t worry about whether there’s too many goals in the Plan. The real purpose is to get members energized and focused to improve their board.

5. On each meeting agenda, have “Status of implementing Board Development Plan.”

In each meeting, members are at least reminded that they could improve Board operations. That usually makes them mindful of improving the Board, or at least trying harder to do a better job as Board members. From there, members might get help if needed, but they’ll certainly have more focus and a much stronger vision for health of their Board.

The above steps might not be all that’s needed, but they’re often useful in doing just what this blog post mentions — jump starting activities to fix the Board for the long term.

Some Cautions — What Often Doesn’t Work

1. Don’t get caught up in analyzing Board members’ personalities.

When Boards struggle, members often start blaming each other. Don’t get caught up in analyzing the titillating psychodynamics of the interpersonal relationships of the Board members. Instead, move them away from focusing on personalities to focusing on plans and practices. The above procedure helps to do that. Often the most irritating Board members become the best ones when they see the Board is making progress.

2. Don’t do a one-shot Board training session.

Members rarely struggle because they’ve simply forgotten their roles and responsibilities. They need more than new knowledge from a training session — they need skills from practicing that new knowledge. So instead of a one-shot training session, they need Board development. Board development often includes a variety of “interventions,” for example, an initial Board evaluation, a resulting Board development plan, adopting various Board policies, coaching of Board officers over several months and even a post-evaluation.

3. Don’t just preach at, or continue to confront members — and don’t just try get them excited about their jobs.

Those tactics might work for a short while, but it’s very likely that motivation will quickly go away when members are back in meetings, faced with the realities of their ongoing roles and responsibilities. Board members rarely have chronic struggles because members just don’t feel good about each other, or because they’ve somehow completely forgotten the importance of their jobs. Instead, they struggle because they’ve gotten away from the basic structures, roles and practices that provide the framework and foundation within which they do their jobs.

What do you think?

———————————————————————————————–
Carter McNamara, MBA, PhD – Authenticity Consulting, LLC – 800-971-2250
Read my weekly blogs: Boards, Consulting and OD, Nonprofits and Strategic Planning.

For-Profit and Nonprofit Boards: More Similarities Than Differences?

Thumbs up and thumbs down concept

The Corporate Secretaries International Association recently released a report, “Twenty Practical Steps to Better Corporate Governance.” It struck me that almost all of the steps applied to nonprofit Boards as well.

(The Report refers to “corporate” governance, the phrase commonly used for for-profit Boards, which is a misnomer I believe because Boards are required for nonprofit corporations, too).

It also struck me how much for-profit and nonprofit Boards could learn from each other, but the continued misperception that they’re totally different continues to hamper that synergy from happening. (I’ve spent 15 years maintaining a massive website, in part, to show the similarities and to help the two types learn from each other, in the Free Management Library.)

The report suggests that following 20 practices:
1. Recognize that good corporate governance is about the effectiveness of the governing body — not about
compliance with codes
2. Confirm the leadership role of the board chairman
3. Check that non-executive directors have the necessary skills, experience, and courage
4. Consider the calibre of the non-executive directors
5. Review the role and contribution of non-executive directors
6. Ensure that all directors have a sound understanding of the company
7. Confirm that the board’s relationship with executive management is sound
8. Check that directors can access all the information they need
9. Consider whether the board is responsible for formulating strategy
10. Recognize that the governance of risk is a board responsibility
11. Monitor board performance and pursue opportunities for improvement
12. Review relations with shareholders — particularly institutional investors
13. Emphasise that the company does not belong to the directors
14. Ensure that directors’ remuneration packages are justifiable and justified
15. Review relations between external auditors and the company
16. Consider relations with the corporate regulators
17. Develop written board-level policies covering relations between the company and the societies it affects
18. Review the company’s attitudes to ethical behaviour
19. Ensure that company secretary’s function is providing value
20. Consider how corporate secretary’s function might be developed

The full report can be found at http://www.csiaorg.com/pdf/research_paper.pdf .

What do you think?

———————————————————————————————–
Carter McNamara, MBA, PhD – Authenticity Consulting, LLC – 800-971-2250
Read my weekly blogs: Boards, Consulting and OD, Nonprofits and Strategic Planning.

The Bloom is off the Tylenol Rose

Team members having a brainstorming session

For nearly 30 years the heroic story of Johnson & Johnson quick action to remove Tylenol from the shelves after a deadly tampering incident has been folklore in business circles. So what do we make of the news today that The Food and Drug Administration is considering “additional enforcement actions” that might include criminal penalties against the Johnson & Johnson unit that makes Tylenol.

As reported by the Wall Street Journal:

According to written testimony of the FDA’s principal deputy commissioner prepared for a U.S. House committee hearing later Thursday about a wide-ranging recall of children’s Tylenol and other medicines, the agency said it was working with the company “to address its systemic quality issues.”

On April 30, McNeil Consumer Healthcare announced a recall of more than 40 kinds of liquid formulations of infant and children’s Tylenol, Motrin, Zyrtec and Benadryl products because of manufacturing problems at its Fort Washington, Pa., plant, which remains shut down.

“FDA is also considering additional enforcement actions against the company for its pattern of non-compliance which may include seizure, injunction or criminal penalties,” Joshua Sharfstein said. “Over the last several years, FDA has had growing concerns about the quality of the company’s manufacturing process,” he said.

What happened to the fabled J&J Credo? What is going on within the culture that is causing J&J to be seen by the FDA as slow to address quality issues?

Every manufacturing company faces quality issues that impact production. Companies with a healthy ethical culture however have the ability to respond quickly to issues internally, as well as keep regulators and externally stakeholders appropriately informed.

After seeing the issues faced this year by stalwart brands such as Toyota and now J&J, one wonders whether their core values are being taken for granted?

—————————————————————————————–
David Gebler is the President of Skout Group, an advisory firm helping global companies manage ethics risks. Send your thoughts and feedback to dgebler@skoutgroup.com.

Four Types of “Broken” Boards

A deserted board meeting

Over the years, I’ve noticed four common types of “broken” Boards. One of the ways you can recognize them is by the comments that members make. Here’s the types of Boards and what you might hear members saying.

1. Detached Board

  • “Why are you calling me to come to a meeting? What Board are you talking about?”
  • “We need a strategic plan. Let’s have the CEO just write one for us.”
  • “I’ve not heard from CEO, so everything must be fine.”

2. Servant Board

  • “I’m here to help the CEO in any way I can.”
  • “All the CEO has to do is ask.”
  • “How can I help?”

3. Personalities Board

  • “Recruit Jim for the Board! He’s a nice guy.”
  • “Get whoever will come to meetings!”
  • “Keep him on the Board! He’s a ‘big name’.”

4. Micro-managing Board

  • “Give us your todo list every week!”
  • “Give us your manager’s todo list every week!”
  • “We want to know when you’re in the office and when you’re not!”

In Contrast, the Strategic Board

In contrast, in an active strategic Board, members’ comments would be like the following:

  • “Are our products and services high-quality? How do we know?”
  • “What’s our role? What’s the CEO’s role?”
  • “What’s the status of implementing our Strategic Plan?”
  • “Are we attending to the most important matters? How do we know?”
  • “We’ve got some Board members who don’t come. What are we going to do about it?”

The best way to “fix” a “broken” Board is Board development, not a Board orientation or Board training. See my post Board Orientation vs. Training vs. Development.

What do you think?

———————————————————————————————–
Carter McNamara, MBA, PhD – Authenticity Consulting, LLC – 800-971-2250
Read my weekly blogs: Boards, Consulting and OD, Nonprofits and Strategic Planning.

Why Leaders have Trouble Restoring Trust

Trust

The challenges facing Paul Levy, the embattled CEO of Boston’s Beth Israel Deaconess Medical Center, highlight the issues faced by many leaders: once in hot water, how to start on the road to recovery.

The problem is that many leaders don’t appreciate the nature of the ethics risks they face and what is in fact needed to restore trust. Most leaders don’t get that merely by being a successful manager and even a nice guy aren’t enough. Moreover, even coming clean with a confession of wrongdoing and a commitment to do better isn’t enough.

Blanket statements don’t work. Leaders have to get to the heart of what caused the problem in the first place. In this situation Levy faces two challenges to restoring trust: systems and relationships that inhibit trust as well as overcoming skeptical employees who only last year believed in him.

Levy recently contacted a local reporter for the Boston Globe as a step to get his story told. The reporter, Brian McGrory, was not impressed. As McGrory wrote in his column of May 19, 2010:

So I found myself in Levy’s office on Brookline Avenue on Monday afternoon, face to face with a man who is widely considered to be among the most charming members of Boston’s leadership elite. I came away with two distinct thoughts: This guy is good, and he just doesn’t get it.

The good part: Levy is thoughtful, he is expansive, he is conciliatory. He has been a force of nature in returning Beth Israel to the powerhouse that it is today.

Yet, forty-five minutes with him provided an extraordinary view into so much of what’s wrong with life in the city’s higher altitudes, where macho favor-trading, undue influence, and complicit governing boards are the way of the day.

McGrory goes on to discuss how despite rumors of an improper relationship circulating for years, the Board did not take any action until an anonymous letter was delivered.

The bottom line: words aren’t enough if the systems that perpetuate the distrust aren’t fixed.

The challenges of rebuilding trust also extend to the employees.

As a thoughtful CEO, Levy knows what he needs to do.Levy said to Adrian Walker, in yesterday’s Boston Globe:

“Ultimately, the authority to do this kind of job, to be a CEO — as important as the board is — does not derive from the board. It derives from the people you work with. And maintaining their trust and confidence is important,’’ Levy said in an interview last week.

After the story erupted, Levy didn’t help himself by issuing a series of statements that apologized for a “lapse in judgment’’ that didn’t explain anything about the lapse, or the circumstances. He says now that his statements — which were downright Nixonian in their evasiveness — had to be approved by the board, and that he could not be more forthcoming while it was still deliberating his fate.

“I could go in front of them and say ‘I want to do what I can for the low-income workers but that means everyone will have to take a bigger sacrifice.’ I was able to do that because I had the moral authority to say those things,’’ he said. “If it were today, would I have the same amount of moral authority? I think not quite. I’d like to get back to the point that I do again.’’

The good news is that our human nature allows us to forgive. But we don’t want to feel like we’ve been duped. Levy has to do more than simply acknowledge a lapse of judgment and empathize with his staff’s feelings. He needs to acknowledge how and why he ended up doing what he did in order to allow his staff to hold him accountable for future actions that could lead to the same issues happening again.

Regaining moral authority means that Levy has to acknowledge his human foibles AND do what is needed to ensure that he won’t walk down that same path again.

_____________________________________________________

David Gebler can be reached at 617-314-6280

dgebler@skoutgroup.com www.skoutgroup.com

Here’s a Procedure for Making Decisions

Business professionals deliberating over a business decision

Why a Policy for Making Decisions?

How often have you heard Board members assert that they’d made a decision, when they really hadn’t — all they had done was talk about a topic for a long while?

Or, how often have some Board members or the Executive Director asserted that a decision had been made, but other members didn’t remember making that decision at all?

Or, how often had Board members made a decision by a majority vote, but the members in the minority claimed it was “not their decision”?

First, a Necessary Prerequisite for Good Decisions

For good decisions to be made about a topic — and for all to recognize that indeed a decision had been made, the organization should have:

  • Sent out the Board meeting materials well before the meeting
  • Put the topic on the meeting agenda
  • Listed the type of action needed for the topic, e.g., a decision needs to be made
  • Associated a specific amount of time in the meeting to address that topic

Sample Procedure to Make Formal Board Decisions

As long as a quorum of Board members is present in the meeting:

  1. Board members discuss/debate and then decide within the time allotted on the agenda.
  2. Consensus is attempted within that time.
  3. If consensus cannot be achieved, then a seconded motion is sufficient to call a majority vote to delegate to a committee to gather more information by a certain time frame.
  4. If delegation is not selected by a majority vote, then a seconded motion is sufficient to call a vote about a certain suggested outcome of the decision.
  5. The decision outcome goes to the majority vote.
  6. The decision is documented in the next issue of Board minutes.
  7. In the future, all Board members must support the decision – they must speak from “one voice.”

What do you think?

———————————————————————————
Carter McNamara, MBA, PhD – Authenticity Consulting, LLC – 800-971-2250
Read my weekly blogs: Boards, Consulting and OD, Nonprofits and Strategic Planning.

How Much Should Your Board Be Involved in Management?

Group of business professionals in a business meeting room

Experts often have very strong beliefs and feelings about what should be the extent of involvement of Board members in making top-level policies versus in implementing those policies in the day-to-day affairs of the organization. Those experts usually assert that Board members should attend primarily to the top-level policies.

However, various factors influence how involved Board members are in policy-making versus in “management,” that is, in implementing the policies.

  • New and small organizations might have rather hands-on Board members because those organizations usually have very little in resources, particularly in expertise and funding.
  • Larger, established organizations usually have members who attend primarily to top-level planning and policies because those organizations have adequate resources to effectively implement the plans and policies.
  • If Board members have little confidence in the CEO, there have been frequent operational problems, or the CEO is leaving the organization, then Board members often are more involved in management affairs — at least temporarily.
  • Very autocratic cultures usually place strong value on respecting the role of top-level leaders, in which case Board members (perceived as being very top-level leaders) would probably not be involved in the more subordinate management affairs.
  • Very egalitarian cultures that highly value equal treatment and participation of all people might perceive Board members and employees as having somewhat equal influence in the affairs of the organization, in which case the members might be more involved in management than typically expected.
  • If an organization has been struggling to work toward its mission and top-level priorities, then Board members should probably focus much more on policy making. That helps to ensure that the priorities are indeed relevant and realistic, and are effectively being addressed.

Regardless of the level of involvement of Board members in the affairs of management, the members have to attend to top-level policy at various times — members can’t delegate those top-level responsibilities to anyone else in the organization.

What do you think?

———————————————————————————
Carter McNamara, MBA, PhD – Authenticity Consulting, LLC – 800-971-2250
Read my weekly blogs: Boards, Consulting and OD, Nonprofits and Strategic Planning.

Board Orientation vs. Training vs. Development

Woman having a training session with a board member

When you ask Board members if they’ve been trained, it’s not uncommon that they’ll answer, “Yes”. But many times, they’ll be wrong.

Board Orientation

Board orientation is about the unique aspects of the organization. It might include introductions and team building among Board members, overviews of the organization’s products and services, celebration of the organization’s successes, review of various Board policies, and clarification of when meetings occur. The content of this orientation depends very much on the particular organization. Board orientations are very useful for giving Board members an understanding of the organization they are governing.

Board Training

Board training is about the roles and responsibilities of any governing Board, that is, of any Board of a corporation, whether it be for-profit or nonprofit. The training would review the fiduciary duties of Board members and what members should do to fulfill each of those duties. The content of this training might be very similar across different organizations, although it would be modified slightly for certain differences between for-profit and nonprofit Boards (largely regarding Sarbanes Oxley and SEC regulations). Board training is useful to orient members to a country’s rules and regulations that govern corporations.

Board Development

Board development includes a variety of activities intended to raise the quality of the Board’s operations up to a new level. Board development might include a Board evaluation, orientation, training, organization of committees or task forces, coaching to the Board Chair, development of certain Board policies, and a post-evaluation of the Board. Board development is extremely useful to help a Board to significantly improve its operations, for example, its recruiting, orientating, training, organizing, meetings, decisions and policies.

So the next time you’re thinking about the needs of your Board, consider whether you need Board orientation, training and/or development.

What do you think?

———————————————————————————————–
Carter McNamara, MBA, PhD – Authenticity Consulting, LLC – 800-971-2250
Read my weekly blogs: Boards, Consulting and OD, Nonprofits and Strategic Planning.

OK, Mr. Blankfein, How are you going to put ethics first?

Ethics concept

From the Wall Street Journal on May 5, 2010:

“Frankly, at this point we have to go with an open mind and determine what we may be doing wrong,” Mr. Blankfein told customers of its private-wealth-management business during a 30-minute conference call. “On a very microscopic level, we’re going to use this as an opportunity for a deep dive on our practices and how we run things.”

0505blankfeinGoldman Sachs Chairman and CEO Lloyd Blankfein said the firm will always put clients first.

He pledged to clients that he wants Goldman to “be the leader in things like ethics, in putting clients first.” Mr. Blankfein added “we don’t want people to be OK with Goldman Sachs. We want people to be bragging that they have their accounts with Goldman Sachs.”

Making Ethical Culture a Priority

The challenge for any organization to make ethics a priority is a big one. For Goldman Sachs, it will require a deep level commitment of not just the senior staff, but from all of its Managing Directors. In today’s environment employees, as well as external stakeholders, have no tolerance for superficial ethics programs and pronouncements. Putting clients first because of Goldman’s ethics will not happen merely because every employee is given a curriculum of web-based training modules to sit through. Goldman’s leadership will need to come to understand where there are gaps between the expectations of its clients and the expectations of its directors. These gaps are real and need to be openly discussed. Clearly laying out those gaps will be the first step to creating a dialogue where real alignment of interests can happen. Keeping in mind what will earn real buy-in from clients, and from Managing Directors will be the only way Mr. Blankfein will keep his pledge.

The Fragility of Transparency

A laptop screen showing business analytics

Today in Boston the Board of Beth Israel Deaconess Medical Center today fined chief executive Paul Levy $50,000 for engaging in a personal relationship with an employee that over time “created an improper appearance and became a distraction within the hospital,” according to a statement by Board Chairman Stephen Kay.

Mr. Levy has had a stellar reputation in Boston as a business leader with a strong track record of transparency. He is a known blogger and has posted frank and open discussions of painful staff cutbacks during the 2009 recession. His openness was well received.

Challenges to the Ethical Culture

In an interview on WGBH’s Greater Boston tonight, I discussed the challenges Mr. Levy and the BIDMC Board face in addressing the ethical culture issues of having such a high standard of transparency, and the risks when that standard is not met.

Even if Mr. Levy’s actions did not violate the hospital’s code of conduct, he would be well advised to be sensitive the divisiveness that can be caused by a perception of a double standard. Inconsistency is one of the most caustic negative values an organization can face in its current culture.

Mr. Levy’s posting of an apology on his blog soon after today’s Board announcement was a good first step. The challenge in the days and weeks ahead is to ensure that transparency with regard to his previous actions is consistent with the behavior he expects for all Beth Israel staff.

David Gebler, President
Skout Group, LLC

(617) 314-6280
dgebler@skoutgroup.com
www.skoutgroup.com