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Watching a high-functioning board of directors govern an organization is like watching a murmuration of starlings. When board members are attuned to one another and united in purpose, there is resonance in the ebb and flow of the problem-solution cycle. But unlike starlings, board members don’t necessarily begin their tenure with an intuitive understanding of how to read their milieus. They have to learn principles of good governance and how their contributions can add value to the organizations they have committed to serve. And, the earlier in their tenure they absorb this knowledge, the better.
Having served on several boards and worked with many others, I’ve discovered that there are five things that every new board member should know. While there is no guarantee that an organization will flourish if its board members are armed with these insights, disaster is almost certain if its members lack it.
1. Collective and individual expectations.
Boards often fail because responsibilities aren’t explicitly delineated at the onset of members’ terms. Before new members ever attend their first meeting, they should receive plainly stated expectations — in writing — detailing role and attendance obligations, communications requirements and time demands. Those expectations should be clarified during the board’s first official meeting. In addition, while members should know what is generally expected of the collective, they should also know what is expected of them individually. For example, if a person is being tapped for membership primarily because of their capacity to leverage their high-profile donor relationships or to contribute their technical skillset to the board’s work, board leadership should be transparent and advise early on to ensure there is a "meeting of the minds" and to maximize overall success.
2. Mission and goals.
New board members need to know where an organization wants to go in order to help it get there. Beyond reviewing the commonly anticipated vision and mission statements, new members should also request the current three-to-five-year strategic plan and expect to provide their input. Of course goals and strategies may change over time, but it’s always best to understand the big vision up front.
And, while receiving the prevailing institutional archives and protocols is an important procedural step, new members should also feel empowered to introduce novel ideas of their own. William George, former CEO of Medtronic and a veteran of 10 corporate boards, notes that sound governance can be improved through advocacy and enforcement. He writes, “too many directors accept board governance as it is, without suggesting the kinds of [substantive and] process improvements that would make a difference; some directors even resist them.” To be sure, new members should come prepared to add value by illuminating their voices and actively collaborating to move the collective vision forward.
3. Organizational culture.
In the earliest stages of a new member’s tenure, they should prioritize learning about the organization’s culture. In addition to being briefed on “how things are around here,” learning the personality of an organization simply means observing how its values and norms drive interpersonal interaction and everyday decision-making. It means observing firsthand how employees interact with one another, as well as with its stakeholders. It’s essential for new members to be privy to the traditions, values, and policies that speak to an organization’s wellbeing. A healthy culture can inspire new members to aspire to greatness; an unhealthy culture might be the most logical place for new members to start reforms. Whichever the case, it’s vital that new members take the organization’s pulse to determine its effectiveness from the inside out.
4. Relevant laws and regulations.
The law is in a state of constant flux, and what was lawful last year might be prohibited this year. Ignorance of the law is never an excuse for breaking it, but it’s an especially unacceptable defense for someone with fiduciary responsibilities. In order for members to be effective — which means avoiding costly mistakes that can damage reputations, harm relationships or launch criminal investigations — they need to keep abreast of the laws and regulations that govern the important work that they do. Poring over revised statutes and reading case law may not be fun, but understanding the legal parameters of decision-making is an integral part of board membership. And, while this overarching duty is often delegated to corporate counsel, there is a legitimate expectation that effective governance includes knowledge of the proscribed activities that can put the board, or the organization, in a precarious situation.
5. Benefits of service.
Before taking the leap to serve, it’s probably a good idea to understand the benefits of joining the organizational at the board level. While directors join boards for various reasons, they rarely take the plunge without an acceptable quid pro quo. Many corporate boards pay their members a salary, and others are populated by volunteers. Some appointments provide prestige through affiliation or expand a member’s technical competency, which in turn may raise their professional profile. Still others provide different kinds of perks — access to exclusive events, lavish meals, subsidized business travel and even membership discounts with retail partners. Either way, new members should be crystal clear on the benefits of board membership to ensure they are making an informed decision where all parties win. When members feel that their service will be appreciated, they are, of course, more likely to generously and consistently give of themselves to the organization.
Board membership is a tremendous privilege and a sobering responsibility. To build a board that works harmoniously, leadership must dismiss the misguided belief that effective board members come to the boardroom ready. Make no mistake, the best boards are built by providing valuable insights early on. And, those insights pay off for years to come.
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