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The Role of the Board

Most organizations have a board of directors or its equivalent. This body is charged with ensuring that the leadership of an organization is performing successfully and acting within the generally accepted practices or rules governing its type of activity. Because the board is responsible for the integrity and effectiveness of the organization’s leadership, it is in its interest to share responsibility for creating the conditions that foster courageous followership. How can the board do this without encroaching on the role of the CEO?

Leader-follower roles are complex at board level. Well-run boards provide conceptual leadership for the organization by setting the broad policies that guide its focus and define expected standards of ethical behavior. CEOs must follow the board’s collective leadership in this regard and are accountable to the board. At the same time, boards rely on the CEO to provide vision and tangible leadership to the organization. They often perform exhaustive searches to find the right individual to do this. It would be self-defeating if they did not then follow the CEO’s lead.

The board has clear fiduciary responsibility to ensure the organization is successfully pursuing its mission with sound policies. In a legal sense, the board must assert its right to ensure the CEO is following the mandate given by the board. In a practical sense, it often operates in relation to the CEO from the “Partner” quadrant of the Courageous Follower model, both supporting and challenging the CEO as appropriate.

The current corporate practice in the United States of investing the role of board chair and CEO in the same individual further complicates leadership and followership roles at board level. But even where this model is not followed or has been supplanted by dividing these roles, the relationships are complex.

To make this complex set of relationships work so the board effectively performs its functions and does not become a rubber stamp, boards need to set policies that establish adequate information channels to them. They cannot solely depend on information massaged and packaged by the CEO’s office. But neither can they undermine the CEO through off-channel communications or, worse, micromanage the CEO. How can boards manage the tension in this set of dynamics?

We once again return to the primary model of this book. Leaders and followers, including CEOs and board members, serve the common purpose. If this organizing principle is kept in focus, efforts to serve it effectively are less likely to be construed as lack of personal trust in each other.

The board needs to develop clear policies setting mission-based performance expectations and values-based standards that set the permissible boundaries of staff behavior while they work to meet these expectations. Then it needs to develop a diverse set of internal and external reporting mechanisms that allow it to monitor adherence to these policies. There are many models for doing this that boards can draw upon.

In relationship to supporting a culture of courageous followership, the board should explicitly consider how to deal with the following issues:

Under what circumstances will it expect the ombudsman or the internal auditor to bring a matter directly to the attention of the board?

How will it handle unsolicited communication from other staff to the board in order to protect staff’s willingness to bring issues to its attention when appropriate?

What norms of behavior will be established that allow individual executives to bring matters to the board’s attention without it seeming disloyal to the CEO?

These issues are fraught with sensitivities that can harm the amicable relationships of boards and senior executive teams. But they must be dealt with openly and maturely.

If boards do not stand behind executives and staff who bring what they consider to be serious matters to board attention, they will cut off the flow of potentially critical information. They must insist that the CEO and other executives place loyalty to the organization first. When staff act out of organizational loyalty, they must not allow individual executives to treat this as personal disloyalty. Fail to do this, and the board will find staff going to regulators, lawyers, and the press, instead of to them, to seek redress for matters the board could and should resolve.

Experienced board members and executives both know that disaffected staff can abuse such channels of communication. Each must have confidence in the other’s judgment to distinguish between vindictive or unbalanced reporting and matters of genuine concern. Likewise, each must understand the importance of having multiple channels on which information can flow that reveals the need for organizational correction so those with the information do not have to seek channels outside the organization. In the long run, this serves everyone’s interest.

At the same time, the board needs to avoid creating a role for itself that inadvertently undermines a culture of courageous relationships between the CEO and staff. A CEO should be charged with the responsibility for creating an environment in which staff feel secure in bringing matters that threaten the common purpose to the attention of the people in the organization who can remedy them. If the board finds staff coming to it with any frequency, instead of to the executives responsible, it can task one or more of its members to mentor the CEO and other executives. If this approach does not produce the desired result, it can task the CEO to identify and implement a developmental program that will build the awareness and skills to create a healthy, self-correcting organizational culture that serves the common purpose well.

A board that ignores signs that the organization culture needs to better support courageous followership is setting the stage for principled staff to be forced to go outside the organization for remedy. If this is the case, a board will have failed in its fiduciary responsibility.