“If you get the right people supported by the right structure, who collectively have the right mindset and ethics, then I think that’s most of governance.”

Chris Hodge FCG, Policy Advisor at the Chartered Governance Institute

I’ve become addicted to house renovation programmes. I can’t plan a redesign or add an extension to my home, so I’ve been playing with the building analogy in my work instead. Last month I looked at laying great foundations for your Board. This month it’s time to look at the building itself – the governance and structures.

Most charities have established articles of association, a set board cycle and a defined meeting structure that can serve the organisation well. If these core structures aren’t reviewed or refreshed, they become less fit for purpose. A little like modernising a 1970s house, building a brilliant board means some thoughtful renovation.

The Shell: (Articles and guiding documents)

Your Articles of Association (or Governing Document) should be a live document. For example, using the purposes, trustee appointments and meeting clauses on a regular basis to inform your board business.

Recently, this has been an issue for a significant number of charities. Many revisited their articles over the pandemic to discover there is no provision for online meetings. The Charity Commission were quick to give boards the flexibility to host meetings online, even where their governing document did not permit this. This flexible approach ended on 21 April 2022. If your governing document doesn’t allow online or hybrid meetings and you haven’t yet made a change, now is the time. Check here for the Charity Commission’s guidance.

When was the last time your board checked your articles? You can do this either as a board or through delegated subcommittee.

Other guiding documents should include:

  • Terms of Reference (ToR)
  • Role profiles for trustees
  • Code of conduct
  • Register of interests

Subcommittees need Terms of Reference to ensure key aspects of governance are being executed. Board reviews often reveal these subcommittees are no longer fit for purpose or have not attended to their defined ToR. One charity I was working with posed a set of questions to each of their committees and discussed the reflections at a Board meeting. They were quick to highlight which committees were engaged and aware of their responsibilities, and where work was needed. These questions are a good place to start with your rebuilding work:

  1. What is your purpose as a committee?
  2. How do you induct members and ensure your skills and experience remains up to date?
  3. How well are the areas of the business you are overseeing performing? What is your evidence?
  4. How do you Committees feedback to the Board? Is this useful?
  5. How could you be (even) more effective?

The Walls and Roof (Meeting structures)

Often the most frequent theme in the board reviews I undertake are the refrains:

“Board meetings are too long”

“We only seem to be there to rubber-stamp what the CEO brings”

“I don’t have time to read all the papers, there’s too much to wade through”

Board agendas and papers can get into a rut. Much like it is hard to knock out the walls of a building, long-established structures and practices can seem hard to tackle. I have gathered tips from other governance specialists and charity boards who have been reflecting on this challenge.

  1. Is there a clear purpose for each agenda item? How does it fit with the strategy, or in ensuring governance compliance?
  2. Does the board really need to receive all the papers and information provided? Is it an operational matter better dealt with by the staff or by a sub-committee?
  3. Is the agenda balanced? Does the board spend time looking forward and outwards? Or do you spend too much time on historical performance and internal matters?
  4. Is there time for generative discussion? These are conversations that help boards decide what to focus on beyond current strategic priorities.
  5. Are trustees clear on what expectations are on them? Including how they should behave? Do trustees hold each other to account?

Weatherproof: (Great meetings)

When building a house, it becomes ‘weatherproof’ once the walls and roof are on. But it shouldn’t be the rain that assures the team on-site that they’ve done a good job. To build a brilliant board, trustees must weatherproof their meetings too.

One board I work with have a Board Reflection session at the end of each meeting. They have moved on from the ‘what went well / what could be even better’ structure to pose a specific question. They use several of the questions above and are clear about what they’ve learnt and what they are changing. As a result, they have explored their practices in-depth, and have made impressive innovations.

How might your Board make sure it is weatherproof? What changes would help ensure your practice is watertight?

I’d love to hear more about how your Board checks in on its effectiveness and the discussions that have really helped you. Connect with me on LinkedIn to join the conversation!