Have you ever had (or heard of) the situation where one or more Board members were either consistently late, or were not turning up on a regular basis (with or without pre-warning)? This is one of the most consistent comments we receive from CEOs and Board members when we conduct nonprofit governance audits and reviews.
I would first of all like to make the distinction here between Board member involvement versus Board member attendance. Board member involvement is where the Board member, even if they are unable to attend a particular meeting, has read the papers, discussed issues with the CEO and Board Chairman, and has made a strategic contribution to the meetings agenda. Board member attendance should include all the previous contributions, plus they attend the meeting as well.
If your Board member is not reading the papers, not discussing issues with the nonprofit CEO and Board Chairman, and not making a strategic contribution, then it really is an issue of whether they should be a Board member at all, not one of attendance. The true question to ask yourself is: “Are they not attending because they are not functioning as a Director should, or are they not attending because the meetings are not making a real difference.”
If they are not functioning as a Director should, then they need performance management or invited to leave the Board. If the meetings are not making a true strategic difference, then the following strategies might make a difference.
The reasons most Board members chose not to attend meetings are that they view the meetings as inefficient, too operational, same/same, or sometimes just too boring. Recently in a Board review, one director said to us:
Are your meetings like this?
If you find people giving excuses or justifications for not attending meetings, realize these are just that: excuses and justifications. They are actually choosing not to attend. If they say, "I am too busy today," it’s just a choice they have made. If they say, "I got caught up, something came up”, this is just a choice. If they say "It’s really busy at work at the moment”…I think you are seeing the pattern here.
What would it look like if you could guarantee your board members that they would go away from every Board meeting with new skills, greater strategic insights, and business acumen that they could translate into their own business and life? What if they were making strategic decisions that affected the future of the organization and the sector it represents? Would that make a difference in their attendance? If not, then they may wish to reconsider their membership of the board.
11 strategies that will make a difference to your Board attendance:
1. Restructure the Board agenda so it reflects the key elements of the strategic plan. This keeps the Board focused on key areas of responsibility and assists in strategic decision making.
2. Develop a staff report section at every second or third Board meeting, where a staff member verbally reports to the Board on the strategic issues facing their area of responsibility, and is questioned by Board members regarding these strategic issues. Ensure these reports are directly linked to the strategic plan and vision/mission, and focus on issues not activity.
3. Recast all reports from CEO, staff and committees so they directly relate back to the strategic plan, identify the key strategic issues and discussion points, and make recommendations or provide ranges of options.
4. Include "Changes to Strategic Environment" as a standard section in Board agenda as the last discussion segment of the Board meeting. This is an opportunity to discuss any major changes, shifts or trends we need to be aware of that might impact on our strategic assumptions.
5. Develop guest speaker sessions to support the Board. This might include presentations from other CEOs of like organizations, funding bodies, academics etc.
6. Consider developing part of the Board meeting as an in-camera session (without including Board performance, individual Director issues and any other issue where it would not be desirable to have a staff member present, even if they are also a Board member.
7. Ensure your Chair has the required Chairing skills. Consider implementing a regular review by the Board (every six months) of the Chair’s skills and their effect as Chairman. Realize that, if the Board put the Chairman in that position, they can (and should) also remove them from that position if the Chairing is not producing optimum results. (This is not a popularity contest!)
8. Conduct an annual review of the Board, where you evaluate Board functions and what can be improved upon.
9. Provide external accountability through the annual report, AGM and stakeholder engagement strategies, including meeting attendance and how the skills of the Board members are matched to the strategic needs of the organization.
10. Develop a formal mentor system for new Board members to facilitate understanding of (amongst other things) what constitutes Board and management matters, and why, and the decision making processes utilized to make those determinations. Match mentors with new Board members based on skill in mentoring.
11. Conduct an annual forecasting/strategic review session with Board and staff that employs technologies such as strategic foresight, scenario building, backcasting, causal layered analysis etc to test out assumptions. Consider including a skilled futurist.
Above all, don’t let non-attendance go on!
If none of these work, and a Director’s attendance and involvement is still unacceptably low, then it is time for the Succession Planning Committee (sometimes called the Governance, Evaluation or Remuneration Committee) and the Chairman to fulfill one of their roles: performance management of the Directors.
Please use the comments to let us know of any other ways a Board's attendance rate can be improved, before the need to remove members.