Brian Cavanagh CONSULTING

Improving Board Governance – The Carrot or the Stick?

‘There is no such thing as a stupid question’ claimed an interesting blog I read recently. It really got me thinking. I could not help reflecting on the statement after conducting a board assessment for a charity. Working regularly with boards, I would argue that the quality of board governance is dependent on the effectiveness of the questions asked.

So rather than focus on whether there is no such thing as a stupid question, I would like to reframe the discussion towards the importance of the quality and the effectiveness of the question. It is the power of the question that enables board members to fully exercise their governance responsibilities. It is central to the effective scrutiny of organisational performance. Effective questioning is key holding the CEO and other senior staff to account. It allows a thorough examination of risk and strategic direction, and by extension better decision making. A good question will open up discussion and debate around the board table, testing where the board members stand on a particular matter. Again, critical to effective governance.

Yet like many other undervalued skills in board governance, it requires an understanding, and appreciation of the value to good governance. It is a powerful tool for board members to exercise their leadership over the performance and direction of their organisation. It is no co-incidence that the best questioners are lawyers and journalists, this skill is vital to enabling them to do their job. It is practiced and honed through regular use. As it should be with boards. Just because you are a board member it does not mean you are naturally imbued with good questioning techniques.

Which brings me back to my recent experience assessing a charity board. Observing the meeting, I was struck by how many ‘questions’ being asked were not what could be regarded as ‘real questions. By that I mean open questions that shed light on an issue, and/or encourage others to participate and ask follow- up questions, causing a cascade of discussion. Looking back on previous observations, I identified three non-questions that consistently appear at board meetings. So, when is a question not a question?

Firstly, the affirmation question ” So I am right in saying etc” directed to the CEO. It leaves little space for other than, yes you are. Here the questioner wants confirmation of their view. It adds little to the discussion and is speaking rather than governing. If the questioner wishes confirmation of their understanding there are more open styles to

Secondly, the statement masquerading as a question. Let me give you an example. Some time ago when I was City Councillor Edinburgh, I was part of the Social Work Committee budget deliberations. After discussion had almost concluded, a Councillor who had only spoken twice in 4 years asked a question about the total budget amount. On being given the answer of just over £120 million, stated that figure printed in the document had been wrongly calculated and was £22.66p. The focus on the arithmetic allowed for a statement. However, it missed the more important questions of whether this was enough to meet demand or constituted real value for money was missed. It closed rather than opened opportunities for scrutiny.

Thirdly, the accusation question. Often along the lines of ‘so this will never happen again, will it? That is directed at senior management. The question with implied threat misses the opportunity to learn what went wrong, devise an approach to prevent it from happening again, the effective governance response, in favour of sounding tough.

These three examples demonstrate a lack of effective questioning. They are not effective in getting to the heart of the matter and disempower board members. Nothing changes because of these questions, for in all three cases, the power still lies with the questioned. After all the simple answer to 1 and 3 is yes, and no, respectively. The questions have generated some heat but little light. Questions should for illuminating issues, not accusing individuals.

It is tempting to see questioning solely through the prism of holding the CEO to account. That scrutiny is important, but an over emphasis on accountability in relation to omissions, errors, or failures, is a one-dimensional approach to the power of the question. The interplay between the paid senior staff, especially the CEO and the board, is critical to ensure the organisation achieving its purpose. This is especially true in the charity sector. Therefore, effective questioning is a key tool for the board in being able to assess whether the organisation is meeting its purpose.

From my perspective, the extent of effective questioning is dependent on the culture of the board. And central to a question friendly board environment, is the Chair of the board or a committee. It is important that they set the tone and embrace an approach that positively encourages critical enquiry and lauds the value of the effective question as a key tool for good governance and effective decision making. This means the chair seeking out different voices and opinions, and welcoming questions as a way of assessing risk, and evaluating policy options and choices. That means a chair and a board that values uncomfortable truths, often the result of robust challenge and questioning. It can be difficult for board members to challenge and question assumptions, the fear of being disloyal and ‘going against the grain’ especially when the board shares a common cause. However, loyalty to the purpose of the organisation should trump loyalty to individuals.

And board members need to stand up for their right to be heard and ask questions. Gone should be the days when the Chair indicates that there is little time for questions, or that ‘we already know what you are going to say’. These tactics are designed to intimidate, result in few questions, and discourage participation.

As indicated earlier, honing your questioning skills is essential. I was lucky in my early years as a Councillor. It was a great grounding to learn from experienced Councillors ask questions that sought hitherto undisclosed information, tested the appetite for a proposal and established the justification for a policy change. I now use these experiences and techniques when working with boards.

One of the first things I do when working with a board is setting out process on how to prepare for committee and board meetings. It begins with first steps, namely, what is the purpose of your question? and what do you want to achieve by it. Then reviewing previous board meetings to assess what different questions could have been asked, all help to hone the questioning skill. Seeking out questions that dig deeper, get to the heart of the matter and encourage others to follow up, debate, disagree are all key elements of good governance.

By rediscovering the power of the effective question, board members will be more empowered and more effective in their roles. And the more that boards encourage that mindset, the more effective they will be and the more effectiveness their governance will be.

So, if you would like to question more effectively at your next board meeting, why not get in touch and see if I can assist?

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