ASSESSING BOARD ASSESSMENT

Caroline Oliver asks you to look before you leap ….

 

Evaluating your board’s performance annually using some form of board assessment is now generally accepted as good practice.   Before you undertake your next assessment however I would ask you to consider a few questions.

Whose Assessment Should it Be?

If you are a true governing board, board assessment is up to you.  Certainly others might ask you to do board assessment against their criteria, and, if they regulate or fund you, you will no doubt comply, but remember that ultimately their criteria are not necessarily the same as your criteria.   For example whereas a funder might think it a good idea for you to have a committee for this or that, you might consider that particular function better fulfilled by the full board.   And whereas a regulator might have no opinion on whether or not your board should be directly involved in fundraising, your board might have a strong view on the subject.

Are You Giving Yourselves a Fair Chance?

Before agreeing to any assessment you should be sure that you know what the criteria are and that you are willing to commit to trying to fulfil them in advance of being tested against them.  If you signed up to study biology but, when it came to exam time, the questions were all about French literature, you could be forgiven for feeling this to be a most unfair assessment of your abilities.  Similarly, why should your board – as the ultimate leadership of an independent entity – assess itself against criteria that it has not set itself to match up to?   Surely the most effective way for your board to proceed is to develop a comprehensive set of statements about how you believe you should operate and then give yourselves the chance to live by those statements before assessing how well you have done against them.

How Do you Know Your Criteria the Right Criteria?

Having recognised that you need to own and pre-state the criteria against which you are ultimately going to assess your performance, you still need to decide what those criteria should be.  Of course there is no shortage of people and organisations ready to make recommendations.  Funders, regulators, governance experts, sectoral associations, stock exchanges etc. etc. all have lots and lots of suggestions.   How does your board know which of these to adopt for itself and what further criteria, if any, it should develop?

I believe that knowing which criteria are the right criteria for your board, starts with deciding to whom you are ultimately accountable, that is it starts with knowing who your “owners” are.   Your owners are not regulators – who have no investment in you other than ensuring that you stick to their rules.  Your owners are not funders, clients, customers or staff – unless they are invested in you beyond their current contract with you.  In other words your owners are only those who are legally or morally invested in your value as a vehicle for the benefit of themselves and others over the long-term1.  To quote John Carver, the creator of the Policy Governance2 approach, owners are “a special class of stakeholders” – the persons on whose behalf the board operates in everything they do including fulfilling their responsibilities to all other stakeholders. 

 

If you share my view, that the fundamental purpose of a board is to translate informed owner values into organisational success and safety, then you will agree that developing the right criteria for board operation and subsequent assessment, starts with identifying who your owners are and what their values are.  Of course, in your owners’ best interests, you may also decide that you need to include many of the assessment criteria suggested by funders, regulators, governance experts, sectoral associations, stock exchanges etc. etc., but you have an ultimate criteria for choosing which suggestions to include and which to ignore – if a given assessment criteria is in owners’ best interests it should be included – if it does not meet that test, it should be ignored.  

 

 And What Is in Owners’ Best Interests?

Ideally you should make your interpretations of your owners’ best interests (and translate them into board policy which can then be used for board assessment) as a result of regular interaction with them taking account of the views of others in the governance field.  However, even in advance of a planned programme of board-owner dialogue, it is also possible to make a start on developing board policies and therefore board assessment criteria based on some broad assumptions. 

 

For example, it is likely that your owners will want you, as their board, to:

1)      Be uncompromised in your allegiance to the best interests of all your owners.

2)      Ensure that the organisation is producing the value owners want to be produced.

3)      Ensure that the organisation is being operated safely and ethically.

4)      Be disciplined enough to act as a group authority.

5)      Be diverse enough to make wise decisions.

6)      Be willing to get independent expert help when needed.

7)      Be in command.

8)      Be in sufficient communication to operate accountably.

9)      Be invested in constantly improving board performance.

Boards that have set out a comprehensive set of expectations based on the above (such as those using Policy Governance) have gone a long way to establishing board assessment criteria that they can justify in their own organisation’s terms.

Using Organisational Success as Your Criteria

If we were able to establish a clear link between board performance and organisational performance, we would be able to assess board performance by looking at the success of their organisations.   And, ultimately of course, as boards are accountable for their organisation’s success, that is exactly how we should judge boards. 

However, if board assessment is to be a tool for improving board performance there are three sets of problems with using common measures of organisational success as the criteria.  First, isolating the board’s impact on an organisation’s success from all the other possible factors is extremely challenging - so how can we isolate which board behaviours are the important ones to prescribe and assess?   Second, how do we define organisational success when a deliberate decision by a board to retrench might be precisely the right thing to be doing at any given moment?   Third how do we know that the kind of success being produced is actually the right kind of success?

Which takes us straight back to ownership.  For boards using Policy Governance, board evaluation means assessing themselves against their interpretation of owners ’ values as documented in their policies.   Other board assessment schemes abound, but always bear in mind that the criteria they suggest may or may not align with your owners ’ expectations and that, ultimately, it ’s your interpretation of your owners ’ expectations that count.

 

1 For more on ownership see the article “Ownership and Boards” April 2009, at www.goodtogovern.com.

2Policy Governance is an internationally registered service mark of John Carver. Registration is only to ensure accurate description of the model rather than for financial gain. The model is available free to all with no royalties or license fees for its use. The authoritative website for the Policy Governance model is www.carvergovernance.com.

 

 © Caroline Oliver 2010

 

Caroline Oliver can be contacted by email at: coliver@goodtogovern.com

 

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