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Good Governance – What’s Involved?

FAQ

Frequently Asked Questions – Contact us if you have a question not answered below.

What is a good number of Board members?

Around seven is considered ideal.  If smaller, you lose the range of experience and opinion. The legitimate absence of one or two members from a meeting can mean serious loss of input into decision making and discussion. On larger boards individual contributions are harder to make and meetings can be more difficult to manage in a timely way. Also members may absent themselves, thinking they won’t be missed.

How long should Board Member remain on the board?

There should be a balance between those with enough experience to provide institutional memory and continuity and those members who bring fresh energy and new ideas.  Organisations that have no limit to board members’ tenure and no electoral process are particularly vulnerable to having long serving members who may become ‘set in their ways’ and find it difficult or don’t want to step down. 

A three year term with one or two further terms before compulsory stand down is one way of dealing with this.  Too much turnover can lead to instability and makes it hard for the board to gel as a group, so staggering retirement and recruitment of new members is a good idea.

Should staff serve on the board?

As a general rule, it is inappropriate for staff, including the chief executive to serve on the board of the organisation that employs them. Separating out means there is no role confusion, each can wear one hat and focus on their special contribution to the organisation. One way some deal with it is that the CEO does not have voting rights.  Employees below the CEO should not be on the board because in effect they become both the CEO’s employee and employer, compromising the integrity of relationships for all concerned, including the board. 

What about small organisations with working boards and few or no staff?

In small organisations board members may be filling both governing roles and operational functions, especially in new organisations.   Your new organisation might have a ‘management committee’ rather than a separate governance board.  It is often just the reality of the situation, but clarity around roles and observing boundaries is very important, whatever stage you are at.  Board members helping with operational tasks are acting as an operational volunteer, not as a board member offering assistance. If there is a CEO, they are answerable to that person who must be able to direct or manage the board member volunteer in operational work.

Whether you are a ‘management committee’ member or a trustee member on a Board, you need to remember you still have the same legal duties and responsibilities to the organisation, and need to govern in the best interests of the whole organisation.

How often and how long should boards meet for?

The board should meet as often and for as long as it needs to carry out its governance duties. Every six weeks is a common cycle according to 9 ways Sports NZ.

If boards meet infrequently it is difficult to keep in touch with the organisation’s operations and emerging issues.  Members put discussions out of their minds, and it is hard to maintain continuity of thinking and decision-making.  Trying to keep up through email or similar communication risks patchy, unsatisfactory input.  Monthly meetings put pressure on staff responsible for reporting to the board and may also be too frequent for trustees.  Infrequent meetings (eg quarterly or twice a year) mean the board will be out of touch and not providing sufficient operational oversight and support where necessary to either the CEO or to the chair.

Meetings of less than two hours are likely to give insufficient time to consider strategic level issues, but longer meetings may mean getting embroiled in unnecessary detail.

Ways of dealing with Board conflict?

Board members, boards and chief executives must be able to disagree without being disagreeable. Being able to argue different points of view without being personal is a key competency for board members as is leaving the differences behind at the end of a discussion.

A code of conduct is a useful approach in setting up expectations of conduct.

The chair must take the lead in resolving conflict as he or she sets the agenda; manages board meetings, facilitates discussion and communication and should keep members focused on the issues, not on personalities.