Serving on an association board is not an intuitive skill. The role of a director is both art and science. It must be learned and refined over time through practice and ongoing education. An effective process to support the board in its work is an annual assessment designed to root out issues before they become irreparable problems – issues related to board leadership, board culture and behaviours, the board/management relationship, and other factors that determine board success.
When I think of healthy boardroom behavior and a constructive partnership dynamic between directors and management, I look for substantive evidence that:
- Directors have the opportunity and the freedom to ask the substantive and relevant questions that will give them the necessary comfort and confidence that they have fulfilled their oversight obligations;
- the relationship between the Board and Management is characterized by the highest possible level of trust and open communication;
- it is not acceptable for Directors to simply conform, acquiesce, criticize or control matters during boardroom deliberations;
- the Board understand their role and that of Management and guards against becoming operationally focused, micromanaging or acting in a manner that is passive and subservient;
- Management regards the Board as a strategic partner and asset and actively seeks the advice and counsel of Directors; and,
- meetings characterized by fulsome dialogue and debate with Management respecting the need for Directors to conduct meaningful due diligence.