You’re not the boss of me – board chairs and CEOs
Posted by Gayle Gifford on January 17, 2011
I am not a big fan of a board chairperson serving as the direct supervisor of a nonprofit’s executive director.
I’ve seen too much that can go wrong:
- An overbearing, micro-managing board chair can make a CEO absolutely miserable, driving many a CEO out of his or her organization.
- It’s too tempting for a Board chair to make decisions when asked by the CEO that are rightly those for the full board’s deliberation.
- There is something about the elevation of the position that enables a board chair, when asked by the CEO, to offer advice on issues that he or she isn’t really sufficiently qualified to answer.
- Executive directors can skillfully use their relationships with board chairs to bypass consultation with the full board.
- Board chairs are too willing to set the priorities for the Executive Director, instead of consulting with the full board on where it would like the focus to be.
- Executive directors can avoid responsibility for tough management decisions, passing them off to the board chair to make.
It’s hard to get strong board member engagement when important issues come to the board already decided. Or even worse, when the board is kept in the dark on important issues — only to unearth them at a later date.
In my board playbook, the full board and only the full board is the boss of the executive director. But then I’m a big advocate of many aspects of John Carver’s policy governance ® model where the board instructs the CEO only through the creation of policies that outline priorities and frame management decision boundaries.
I believe that we would have much stronger boards if the board chair spent more of her or his time mentoring and engaging the other board members rather than focusing all of his or her attention on the relationship with the CEO. And vice versa… rather than expending so much energy on the board chair, a CEO’s time would be better spent building relationships with and enabling other board members.
That doesn’t mean that there aren’t reasons for a strong partnership between the board chair and the executive director. Often board chairs will team up with the CEO for community or government relations, or donor cultivation and solicitation. CEOs should consult with their chair when they aren’t sure whether an action or decision falls within their prerogative or if it is one that needs full board consultation.
I’ve heard board chairs say that they have a good mentoring relationship with their CEOs. While I don’t doubt that is true in some cases, I wonder if that is a good thing or not. I’d much rather see a CEO assemble his or her own kitchen cabinet or find an experienced colleague to serve as the mentor than to invest that responsibility with the board chair. Besides, I happen to think that we’ve made the job of the board chair so impossibly big that few want to take it, and that this practice is one of the primary reasons for that.
But that’s what I think. How about you?
Tags: boards, nonprofit boards, nonprofit governance
This entry was posted on Monday, January 17th, 2011 at 6:52 pm and is filed under Better Boards. You can follow any responses to this entry through the RSS 2.0 feed. You can leave a response, or trackback from your own site.
11 Responses to “You’re not the boss of me – board chairs and CEOs”
Bunnie Riedel Says:
I love the Carver method…in principal. However, having worked for a 22 member board (way too big in my opinion)and having dealt with 22 personalities, at some point information and direction have to flow. I have also seen board chairs be abusive to CEO’s. I think it really ends up being case by case…are there boards that can really embrace Carver? Yes. And there are those that run amok and call it Carver.
Gayle Gifford Says:
Bunnie, I’m not a slave to Carver, but I think the essentials of his approach are really right on the mark. He is one of the few people who actually set out to explain what a policy is — I like that a lot. Also, I’m a total cheerleader for the focus on looking forward, thinking strategically and being razer sharp about achieving the mission. In my encounters, I find very few boards that have ever heard of Carver at all.
There are good ways to keep information moving among the board and from the CEO to the board. For example, a colleague does a wonderful monthly eNewsletter with not just highlights of what they’ve been up to, but what they’ve been thinking or worrying about, what trends they are seeing, and even what they are reading! It is a great connector. It takes work to keep the board members connected, but that is definitely something I think the Board chair should be doing rather than leaving that to the poor overworked executive director.
Betsy Baker Says:
Oh boy, after having been in nonprofit fund raising for way too many years, I have seen the power-hungry board chair much too often rear its ugly head. I agree with Kivi, a CEO and the whole organization need supervision but when it comes down to the board chair telling the employees what color napkins to buy for an event (witnessed personally by me) then that’s micro-management to a bad degree. The staff is frustrated and you get into whole personality issues. You just have to be clear with a board chair upfront about what’s expected and, most importantly, what’s not.
Judy Anderson Says:
I coach nonprofits in diversifying the leadership of their board and moving towards a model where the ED (CEO) reports to the full board. Many can’t fathom Carver, so this becomes more of a model of shared leadership with the ED and the board.
As part of this, I recommend that the board chair position be more of a conductor of the orchestra—rather than the king. The goal is to build the team, empower and impart leadership and participation, rather than “do it all” or “state what shall be done.”
I also suggest that the model of “supervision” be more of “mentoring, supporting, enhancing, and coaching”–which is what supervising should be, in my opinion.
This does often require a committee to answer questions, and for this I recommend thinking about what “standing committee” would work–perhaps the Executive Committee if they oversee personnel, or the Governance Committee (if they handle that). Many small nonprofits tend to create a zillion committees for specialized tasks only to realize they are not manageable.
Gayle Gifford Says:
Judy
Your use of the word “king” to describe the board chair who believes they are in charge of everything is right on. I frequently use the orchestra leader metaphor, while constantly reminding chairs that the orchestra they are leading is the board.
Martin Coyne Says:
I agree that the board chairperson should never be the supervisor of non profit’s executive director. The board should be the supervisor. However, I’ve seen things go awry when the executive director does not perform well. Instead of the board making the decision to replace their operational leader, the chairperson sometimes steps in to fill the performance shortfall. Obviously, this is not a good situation or one that’s a sustainable solution to the performance problem.
Gayle Gifford Says:
Marty,
You raise a good point. The full board does need to take their responsibilities in assessing CEO performance very seriously. I, too, have seen many organizations that are stagnating or worse because the board either doesn’t want to make a tough decision, or because the board is clueless about that CEO’s poor performance.
Cindy Myers Says:
In my opinion, CEO’s should not need or be subjected to “supervision” unless it becomes necessary through part of a corrective action plan. The Board’s role should be one of oversight, and as such can provide useful consultation to the CEO (or not)if asked, but should be focused on policy-setting and monitoring of key indicators. In this way the Board knows whether the organization is performing well and can look deeper into areas where performance on a key indicator is under goal. As part of a regular CEO evaluation process, the Board can survey stakeholders including staff to learn how effective the CEO is in her role as experienced by others and support the CEO’s growth and improvement. The chair of the Board should not function as a “boss” of the CEO in my opinion, but rather — as you so aptly say above — a conductor, a convener, a mentor to other Board members, a tone-setter for the Board and a presence alongside the CEO in the community.
Patrick Sallee Says:
Great post Gayle. I agree with the majority of it, specifically that the entire board is responsible for supervising the CEO, not just the chair.
As a current nonprofit employee and acting chair of a different nonprofit board, I day to day see both sides of this struggle. I think the number 1 priority as board chair, in terms of interaction with the rest of the board and the CEO, is to actively communicate what is going on with the organization to the full board, while serving in a support role of the CEO to get the work done.
The collective “supervises” the CEO, but the chair is the one with the most information and interaction. For that to be even feasible, they have to communicate on a regular and consistent basis.
The relationship is definitely a partnership, but at the end of the day the board is looking to the chair for direction and responsibility. Someone has to be accountable.
Gayle Gifford Says:
Thanks, Patrick.
I think where I differ is that I don’t advise that the board chair serve in a support role with the CEO to get the work done. If the CEO needs that kind of support, then, as I wrote, I think he or she should establish their own kitchen cabinet of mentors to advise them on how to be a better executive (or seek out other training). The only support I believe the board chair should provide to the CEO is in how best to interact and communicate to the board. Or to ensure that the full board provides regular and ongoing feedback to the CEO on his or her performance.
Having been a chair myself, the accountability to the board that I have always tried to achieve in ensuring the board has the information, leadership and process to ensure that it can to perform well. I like to create a team of board members around me that share that responsibility, through officers and committee chairs, so that I don’t find myself in the situation of being on the top but instead leading from the middle. I want most of my interaction to be with the board members, not the CEO.
Kivi Leroux Miller Says:
I agree; I’ve seen way too many power-tripping people put in board chair positions. While it requires more people-management skills, I have found that when board members act as advisors to the CEO on their particular areas of expertise, it works better than when they see themselves as supervisors. At the same time, CEOs do need some oversight, which is a good job for a personnel committee. How active that committee should be depends on lots of factors, including the experience level of the CEO.