Charities Community Organisations Governance Associations Finance

Dealing with Directors who step over the line

Steven Bowman February 8, 2011

2 min read

Seven strategies which are useful in achieving a balance of Directors’ rights to know, and staff’s rights to get on with the job and be held accountable for performance.

1. Have a Board charter that specifies these relationships. Ensure that all Board members and staff have a copy.
An example of a Board Charter can be found here.
2. Have a Standards of Conduct document for Board members that specifies their personal standards as Directors. This forms the basis for any discussion regarding an individual Director’s behaviour.
An example of a Standards of Conduct can be found here.
3. Ensure that the strategic plan is the filter behind the Board decisions, and that Directors use the strategic plan as their main guidance for decisions and conduct at and between Board meetings. Make sure staff work in this manner, and any approach by a Director to a staff member is in the context of the strategic plan.
More on strategic planning here.
4. Conduct Board evaluations, where Directors rate themselves, the Board and their fellow Directors. This helps hugely in identifying rogue directors, and can provide peer advice to that director.
More on Board evaluation here.
5. Develop in-camera sessions of the Board, where the Board meet without any staff. In this case, the Chair should raise behaviour as an issue and reiterate the role of the Director.
6. Instruct all staff that if a Director approaches them, they need to report to the CEO or a senior executive that this has occurred, and that the staff member needs to instruct the Director that they will pass the request on to the CEO.
7. Directors have the right to conduct independent investigations and seek knowledge outside of the Board room, but they have no right to instruct staff in any manner. Remind the Board member of this. The internal audit or compliance committee may useful for this.

Third Sector Professional Development Seminars

Steven will be leading a governance workshop at the Third Sector Professional Development Seminars. Focusing on governance, the Seminar will be held from 1-3 March 2011 in Melbourne, Sydney and Brisbane.

The format of the day will include a morning of case-study presentations from NFP directors or managers, a networking lunch, and then an afternoon workshop with Steven Bowman.

Director of ‘LifeMastery’, Steven is one of Australia’s leading governance and senior executive team specialists.

Steven’s workshops will be highly interactive and to ensure delegates get the most out of the day, upon registration delegates will be able to submit some of the issues they would most like Steven to cover.

Steven Bowman

+ posts