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Maintaining Good Governance: A Chief Executive’s Personal Experience of when Things Went Wrong

Maintaining Good Governance: A Chief Executive’s Personal Experience of when Things Went Wrong

By Andrew Chamberlain


“I’m not doing my job unless I make the Chief Executive’s life a misery.”

What an utterly depressing and obsolete view of the role of a Director, but this is exactly how an incoming member of my board concluded his orientation meeting. I thought he was joking at first because he said it with such joviality. Indeed, I just laughed and shrugged it off as being good-humoured banter, but I could not have been more wrong. What unfolded in the ensuing months was like being in an awful disaster movie, in splendid glorious technicolour.

As Chief Executive and ex officio member of the board, I’d had a positive and constructive relationship with fellow Directors during my first years in post: we’d created new operating structures, implemented a new strategic plan, introduced new member benefits, increased membership numbers, improved retention rates, and increased our annual turnover threefold. Admittedly, we had initially grown exponentially, but we were subsequently controlling our growth and overall our organisation was successful. Yet it seemed to take only one ill-informed but dominant personality to destabilize our governing and operational environments. 

The new Director was a forceful personality. He was direct and forthright, which in itself was no bad thing. I’d often sat in board meetings quietly lamenting the time it took for Directors to talk around issues and avoid decisions. But rather than concentrating on strategic, legislative, or governance issues, the new Director focused almost exclusively on operational matters, busying himself with concerns about day-to-day practicalities, like conference venues, IT systems, and marketing campaigns - issues that were ostensibly under my control as the de facto head of operations, although even I wasn’t concerned with the specifics because I had a team of qualified and experienced staff running their respective portfolios, and reporting to me accordingly. 
 

Operational Outputs

I understand the reason for the Director’s fixation on day-to-day activities. It wasn’t distrust or skepticism of staff expertise but rather that he understood operational outputs. They were tangible and in his comfort zone. They were recognizable and measurable, and theoretically could demonstrate the organisation’s performance and therefore justify his own contribution. 

This is a common problem amongst new and experienced Directors alike, and this concentration on functional detail is exacerbated when a Director’s own day job is operational, which was the case for all members of my board. And therein the rot started. And it spread quickly. 

Within weeks of the new Director taking post, I saw a change in how other Directors behaved. They took their lead from him, and each in turn started to directly challenge my staff on straightforward day-to-day decision-making, some going so far as to demand that they be consulted on every facet of operational activity. 

Not only was I undermined, I was deeply frustrated and disappointed because as a board we had undergone a major governance review only a few years earlier and had established our protocol for operational and strategic management. We had defined our decision-making matrices, demarcated our roles and responsibilities, agreed on our delegated authorities and decided on our reporting procedures.

Board orientation focused explicitly on the governing role of Directors; the governing instrument was amended to reflect the individual roles of Directors and the collective responsibility of the board, and the delegation and reporting procedures that underpinned the executive function were unequivocal. So why then did the Directors disregard our modus operandi and hunker down in operational detail?

Months of confusion and conflict ensued. Eventually my position became untenable and I resigned. 
 

Governance Structures

I spent a long time afterwards reflecting on the whole experience until I finally realised that the board hadn’t disregarded our governance structures; they had never adhered to them in the first place! Organizational success and relative stability amongst the board and the staff masked the reality that the board never really followed protocol. We’d created a set of processes and immediately failed to put them into practice. The presumption was that having defined procedures would simply result in their observance. The situation never arose however to challenge that presumption, until the aforementioned Director joined the board that is. 

We applauded ourselves for our quick decision-making, for our flexibility and adaptability, and for our responsiveness to business opportunities, but we never evaluated our performance, and the lack of routine in its approach to governance meant that the board simply followed the lead of the strongest personality, which up until that point had been me. As Chief Executive, our perceived manoeuvrability worked in my favour because we got things done but ultimately it left me, the Board and the organisation dangerously exposed. The new Director simply had a more robust personality than me and thus the board took its lead from him.  

Years of failure to adhere to our own governance practices and to assess our performance as a board were the fundamental flaws that undermined both the Directors’ and my own positions. Those failings led to much upheaval, disorder and disagreement. 
 

Maintaining Good Governance

I learned that creating governance structures is easy. The real challenge is in implementing and maintaining good governance. Latterly, as I’ve discussed my experience with colleagues across the association sector, I realize it is a common challenge, the answer for which lies in the continual investment, development and assessment of our governing bodies. 

More often than not people volunteer for a Board because they want to enhance their profession by giving back to the association from which they have benefited. But we mustn’t mistake their energy and enthusiasm for governing expertise. We shouldn’t assume that simply by standing for election, someone would know everything they need to know about being Directors. 

Association governance is not the same as doing the job that the association represents. Association governance and management are skilled professions, and we must invest in the continual development and evaluation of boards and individual Directors, as we would with our specialist professional staff. That includes provision of appropriate (board) operating policies and procedures but also adequate orientation processes, CPD programmes and procedures for promoting regular self-reflection and evaluation. 

Board members must be equipped with the requisite skills and the supportive environments to be successful. Otherwise association boards will flounder, and the Chief Executive’s life will indeed become a misery!


Want to Learn More about Association Leadership?

Leadership experts, Glenn Tecker and Leigh Wintz, CAE, both of Tecker International, LLC have created a powerful, updated program to help CEO’s and their Board Chairs achieve a clear understanding of their unique roles and responsibilities as well as their shared objectives. When you and your current or incoming Chair attend the CEO Symposium, you will gain a common understanding and commitment to the key components of successful governance, strategy, and organization. For more information about Leigh or Glenn, visit www.tecker.com.

Both are facilitating the 2017 CSAE Symposium for Chief Staff and Chief Elected Officers first session on February 27 and 28, 2017 at the Hilton Mississauga Meadowvale in Mississauga, ON. The second session is on March 2 and 3, 2017 at the Hilton Vancouver Metrotown Hotel Burnaby, BC. Early bird registration is available until Jan 15, 2017. They have co-authored this blog to illustrate the importance of forging a solid, strategic partnership to enhance organizational success.

 

 

 



Andrew Chamberlain, Managing Director of Consort Strategy Andrew Chamberlain is a former association Chief Executive and is now Managing Director of Consort Strategy, a consultancy firm specializing in leadership development, organization improvement and business growth. For over 10 years he held leadership positions in professional associations and membership bodies across the UK. Prior to this, he spent several years working on education and environmental policy at the Scottish Funding Council and Scottish Government in Edinburgh and in the Ministry of Education in Wellington, New Zealand. Based in Cambridge in the UK, Andrew travels internationally to provide consultancy support on association governance and management.

Email: andrew.chamberlain@yourconsort.com
Twitter: @consortstrategy

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Best Practices, Boards, Governance, CEOs, Association Executives, Association Professionals

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Governance / Leadership, Guest Contributor

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