Seven Boardroom Innovations that Charities Need to Adopt

The Wall Street Journal now has a special report section on corporate governance, with ideas that charities would do well to consider.

It's behind the Wall Street Journal subscription walls, but I'll summarize the main points in a series of articles in the Wall Street Journal's corporate governance section.  Pushed by Sarbanes-Oxley, active institutional stockholders, and new rules of the New York Stock Exchange, corporate governance is no longer a sleepy backwater. 

Charities, however, remain mired in the fad theories of the past, like John Carver's CEO-centric Policy Governance at one extreme—and at the other, musty notions of non-hierarchical governance left over from 1970s feminism.

The interest in the WSJ articles comes from the various pragmatic attempts to institute genuine oversight and checks and balances into a system where formerly the hired management could pull all the strings.  In the absence of productive theory, companies are still under pressure to get things right. 

Here are seven innovations worth considering by charities:

1. Having board members talking directly to employees, especially those working for top management.  The article "Move Over, CEO: Here Come the Directors" by Kaja Whitehouse says that smart (for-profit) corporate director candidates won't join a board today unless they know that they can call senior support staff directly without interference. 
2. Boards hiring their own consultants to review management plans (including compensation plans).
3. Selecting a board member to drop in on project meetings for major projects.
4. Having an independent board nominating committee (that is, no staff participation). 
5. Full boards holding regular executive sessions to discuss issues without staff present ("Private Time" by George Anders)
   
6. Boards and board committees setting their own agendas, not letting staff alone set the agenda.
7. Conducting annual peer reviews by board members of each other ("How am I doing?" by Lingling Wei)

Comments

[Jay]

This is a straightforward set of conditions for any person considering a board slot in an era of increasing oversight and accountability. Only #4--a nominating committee without the benefit of staff involvement--seems to me better in theory than in fact. Staff can identify individuals who are committed to the cause and have the resources and energy to help but who are not a part of the social network which makes up the board. This list might also benefit from an addition: board term limits. An outsider's power to influence positive change, and an organization's ability to evolve, can be limited by an entrenched group on the board which refuses to leave and has no requirement to do so. Term limits have value to both the staff and individual board members. Thank you for another great report!

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