Governance Board Play

Lessons and Observations from Part 1

Basics – respect everyone’s time by showing up to meetings on time, properly prepared, including having read the papers. Being a trustee requires time and a genuine commitment. Sometimes it isn’t a good idea to involve people as trustees who are very busy if they will struggle to commit the necessary time.

Know your documents – are you a trust, a company, an incorporated society or something else? What is your key governing document?

Keep strategy firmly in mind. Boards are responsible for the strategy of the entity, so build in time to consider your strategy, big picture matters that are future-focussed. Avoid spending too much time looking backwards.

When was the last time you looked at your rules? Review your documents in line with regulatory changes and keep them updated so they are relevant and easy to understand.

Conflicts of Interest – be alert to potential conflicts of interest. Declare them and note them in the Interests Register. Ensure anyone who has a conflict does not participate in decision-making.

At meetings, do you have to move and second? Check what your rules say, but chances are it is not necessary.

Lessons and Observations from Part 2

Insurance is a key issue for most entities today and should be considered by the whole board. Note that your entity may be subject to banking covenants that have special requirements for insurance cover.

Understanding finances. Trustees are not expected to be financial experts, but must understand how the financials for their entity work. Seek clarification if you have questions. Ensure your financial information is presented in a format that makes sense – think about using graphs to aid understanding.

What is your risk appetite? How do you make decisions? How do you know if you are succeeding? Be prepared to challenge the status quo. Be prepared to assess your performance according to your purposes.

Basics – make sure reports are in writing where possible. This creates a useful record for future trustees and supports good decision-making.

Avoid being managers. Governors shouldn’t be involved in day to day details.

Lessons and Observations from Part 3

Are you paying attention to key risks for your entity? What information do you need as a board to help you in your duties and to have confidence things are going well?

As a board, are you aware of your legal obligations about privacy? If not, ask for the guidance you need.

Consider the time impost on key people and remember that the Board all need to share the load.

Assess complaints and key issues carefully. Use the ‘front page of the paper’ test – would you be happy to see a negative headline as a consequence of not dealing with something carefully?

Lessons and Observations from Part 4

Policies – all policies need to be understood and followed, rather than just keeping them in a drawer. Policies are live documents that require regular updating. You could add a small amount of time for policy reviews as a regular part of your board meeting calendar.

Part of strategy is considering succession planning and what skills might be needed by the Board. Keep an eye on this. Consider additional training if appropriate. When recruiting, consider what skills would be beneficial to add to the board.

Seek advice from experts when appropriate.