13/12/2024
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Door 

The Board of Directors. Necessary evil or crucial support?

Good governance is essential for every organization, and especially for organizations with a social mission. Both legally and morally, board members have a mandate: they share responsibility for the organization’s financial health, strategy, and the well-being of its employees. And in that capacity, ideally, they also contribute to the desired impact. But how do you ensure that a Board of Directors (BoD, now officially the governing body) functions optimally and is truly valuable to the organization? Here we discuss some important insights.

 

What makes a good board of directors?

A board of directors often consists of a diverse group of people: former employees, partners from the network, or other stakeholders. This dynamic can be valuable, but it also brings challenges. A good board knows when to advise and when to intervene. It is important that board members support the management team without taking over solutions. An overly dominant attitude can be counterproductive. 

On the other hand, intervention is necessary when the organization is in serious trouble. The board must be a valuable sparring partner for the leader, such as a director or coordinator. That person must feel supported, but also be held up to a critical mirror. Ideally, the board functions as a partner that is involved at a healthy distance: not too far away, but not too close either. That is why we sometimes talk about “governing at a (healthy) distance”.

 

Challenges and points for attention

A common problem is the lack of clear expectations between management and the board. Sometimes a leader feels left to fend for themselves, while in other cases a board exercises too much control. This leads to frustration and inefficiency. An example: a director felt lost during a strategic exercise because the board gave too much autonomy. She missed co-creation and collaboration. A conversation about this, in which expectations were expressed, provided the solution.

Once expectations are expressed, the board can provide more effective support. It is important to have open communication and to make roles explicit. This also applies to the relationship between the chair of the board and the director. If these two invest in their collaboration and maintain a clear line with each other, this absolutely benefits the organization as a whole. By exchanging views on the vision, mission, strategy, and team, they ensure that everyone within the organization remains aligned. Of course, what is important here is that it does not become too much of a private arrangement, but that it is also sufficiently communicated onward to both the wider board and the wider team.

The composition of a board must be handled carefully. Although the leader often plays an important role in looking for new board members, it is ultimately the joint responsibility of the board and management. It is important to look at the needs of the organization, also with a view to the future. Does management need HR expertise, for example? Then the board can help look for a suitable profile within their network.

An important stumbling block in the social sector is that board positions are often unpaid. This means that board members are entirely dependent on their intrinsic motivation. Although everyone starts with enthusiasm, motivation can decrease over time, especially if someone does not feel they are truly contributing. This creates situations in which management teams become frustrated by an inactive board. A system of rotation and clear terms for board mandates prevents concentration of power, stimulates renewal, and ensures renewed governance strength. 

Read more about the 'hard' and 'soft' sides of good governance in the blog 'Governing with balance' by colleagues Davy De Laeter and Jens Van Lathem.

 

Conclusion: Investing in relationships and clarity

The key to good governance lies in the relationship between the board and management. And in creating a good combination between the board, daily management, and management or the executive team. Invest in communication, make expectations explicit, and work together to bring out the best in one another. A well-functioning board not only moves the organization forward, but also strengthens the director in their role. 

Good governance is ultimately a matter of balance. A balance between steering and supporting. So focus sufficiently on role clarity, mandates, expectations, and commitment. A challenge, but one that every organization with a social mission is worth taking on.

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