Boards, the CEO, and the senior leadership team – working well together

Effective board and senior leadership team (SLT) relations have hallmarks, things that you can feel at work and are sustained by positive behaviours. In this article, by governance consultant Suneet Sharma, he explores these hallmarks: measured information flow, shared understanding of responsibilities and purpose, and an effective relationship between the chair and CEO, with advice for chairs, trustees, and SLT members on how to attain and sustain these crucial things. This draws upon Suneet’s experience of working with five different charities in governance roles.

Information flow between the board and staff

This is usually anchored by a detailed Scheme of Delegation which anticipates where information sharing, blockages or a tendency to over interrogate are. This sets the scene for how information flows between the board and SLT, making mutual expectations clear before information is prepared and presented.

A good scheme of delegation should be put in place at your first board meeting and be updated at least annually. It should set out: what information the board expects, how, and there should be a shared understanding of why.

This is where tensions between the SLT and board can surface early and most clearly. What is in the Scheme is the priority of the board vs. the priority of the SLT.

This frames all board conversation with what the board should, ask, see and interrogate and the discussion around these should be framed with why these items are important strategically for the board to take ownership of.

For example, for a growing charity we delegated quarterly oversight of the budget to the Finance Committee to diagnose cashflow concerns early and with sufficient amount of operational information behind decision making which was appropriately delegated to the treasurer. Then a summary paper with standing items for decisions will be pitched up to the board including expenditure over a certain percentage of our income.

Some further advice for both sides:

For trustees

1. Set expectations early, directly and clearly and don’t be afraid to do so, particularly when asking for information. Such as: to determine if we are varying membership fees this year, I need to know what the cost is, what is subsidised and the budgetary implications of any changes, it would also be helpful to benchmark proposals against other charities membership fees. When trustees are directive like this, they are most effective on matters where guidance is necessary.
2. Give feedback, frequently and fairly. If you appreciated a particular detail in a paper say so, if you think the format of a particular paper would be beneficial to trickle down to others, say so. You steer the course here as much as anyone- it is part of your responsibility.
3. Where issues arise don’t be afraid to point them out, but be constructive. If papers are late or of low quality there’s a dialogue to be had, be sure to be sensitive but clear. You are ultimately legally responsible for the charity and that includes ensuring the right information reaches you in any event despite any delegation.  The best boards tackle these issues directly and explicitly, if a paper is off-piste, feedback is given in real time at board meetings, from the chair or CEO, or as an aside with goodwill, allowing the SLT to develop their approach.

For SLT

In particular, ask these key questions when formulating a board paper:

1. What information does the board need to make its decision here? (typically focus on how the item is interrelated to strategy, capacity and resourcing matters).
2. Have I provided this?
3. How have I provided this- is it both accessible and actionable?

I once had an instance of where I provided an EDI action plan to a board where the paper repeated content multiple times, with each section being summarily restated and building upon the last. Ultimately, this took away from the actionable nature of the piece. What the board needed was the top lines- what was proposed, why and what capacity would this take. Then, if there were options what where they, why and what were the high-level implications of choosing each one. That would enable the strategic decision making and analysis that is the purview of the board.  

Here are some further tips for communicating with your board:

• Always include an executive summary. If a board cannot read the first few paragraphs and understand what is being asked from them and why, your paper is likely ineffective.   
• If you need an action from the board present the options and implications in an accessible way in the summary of the paper.
• Consider categorising board papers, what is for information, for action and for decision.
• Value brevity not at the expense of critical detail- the best board papers usually aren’t the longest but the ones which align with what information the board needs in order to make the decision in front of it.
• Ask yourself the following key question- if I was a trustee what would I need in order to make this decision? And stick to it.   

Ideally with communications outside of board meetings these should be used sparingly, depending on how operational your board is and with clear boundaries, so the operational day-to-day is not impinged upon and trustees are not overly involved operationally where it’s not necessary (in some small organisations without staff the board members may be more operationally involved).  

Fostering a shared understanding of responsibilities and purpose  

This is where the most problematic issues can arise and trickle through into practice. If there is a chair who asks for approval of items and then disengages, a dynamic I have seen develop, it is usually due to a breakdown of the board’s shared understanding of responsibilities and the lack of checks and balances holding the chair to account and bringing them back to the decision-making table accountably, in this scenario.

The question is not where the boundary between the board and operations technically sits, it is whether the board and SLT share the same understanding of where it sits. When they do not, trustees and executives talk past each other. Papers arrive at board meetings that are either too operational – giving trustees detail they cannot usefully act on – or too strategic at the expense of the assurance information trustees need to exercise their legal duties.

One of the most caustic relationships I have seen between trustees and the operational team is where personal opinions of the trustees override the professional. That kind of cultural breakdown needs actively challenging; it is typically a sign of an overbearing trustee creating operational pressure or an operational team member too focused on personal dynamics. In either event it is dysfunctional and detracts from the effectiveness of either team. Such warning signs need noting and positive action taken, ask- what is causing this engagement and how can we get back on track? Going back to the defined and agreed boundaries around roles, responsibilities and communications is crucial.    

The relationship between your CEO and chair is vital. It serves to help guide and calibrate these conversations. For example, where a trustee is going into operational detail, a skilled chair will direct them back to course and/or a questioning CEO will define the boundary. That combination and skilled management is where true effectiveness lies.

Advice for chairs

The best chairs are proactive without being overbearing when it comes to SLT relationships. It is your role to steer the ship and in doing so there are some common approaches that I have seen work well:

1. Invest in the chair-CEO/charity manager relationship as a relationship in its own right with protected one-to-ones.
2. Model the behaviour you want from other trustees.
3. Name the problem directly when the board-SLT dynamic is under strain rather than leaving it to compound.
4. Be careful when you are directive, as chair your opinion holds substantial weight and it is usually best to deploy it carefully and sparingly.

To conclude

Effective board-SLT relationships are a governance responsibility in their own right, one that chairs are uniquely placed to lead and need tending. The hallmarks described here: clear information flow anchored by an active scheme of delegation, a shared and explicit understanding of where the board ends and management begins, and a chair who models, supports and invests in the relationship between the board and the executive – are achievable in any charity, regardless of size or complexity. However, they require deliberate attention, honest conversation, and the willingness to address problems early and openly before any issues become structural. This requires consistent vigilance, reflection and evaluation by both boards and SLT, even 5 minutes’ reflection after each board meeting is invaluable. 

In my experience, the charities that get this right are not the ones with the most resources or the most experienced trustees. They are the ones where the chair and CEO talk to each other honestly, where the board knows what it is there to do and does it, and where governance is understood not as a constraint on the organisation’s ambition but as the condition that makes ambition sustainable.

That is worth building carefully. It is also worth protecting when you have it.

Suneet Sharma is an experienced trustee, a governance specialist, and currently a governance consultant and Governance and Membership Manager for a major subject association. Connect with Suneet on LinkedIn.