The functions of governance, leadership, and management

When we try to describe for board members the differing roles of the board and the chief executive, we tend to start with a couple of “don’ts,” as in: don’t try to direct the work of the staff, and don’t try to manage the day-to-day operations. Or we pull out the BoardSource list of the “Ten Basic Responsibilities of Nonprofit Boards,” and note that directing staff and managing the operation aren’t on the list. This guidance is helpful but tends to be overly confining.

In their article, “Loyal Opposition,” Patricia Bradshaw and Peter Jackson suggest that, “Rather than look at the role of the board of directors, it’s helpful to focus on the functions of governance, leadership, and management.” All three functions need to be performed effectively if a nonprofit and its leadership are going to be successful.

When we hire a chief executive, most boards hope they are getting someone who can fulfill the leadership function. We want a leader who can play a central role in creating a shared vision, tell the story in a compelling fashion, and work with the board to shape a strategic direction that will support achievement of the vision. We also expect our chief executive to handle the management function—managing staff and resources to make the strategic direction operational.

While well intentioned board members will sometimes stray into both the leadership and management functions—especially if the chief executive is perceived as weak—it is the board’s primary responsibility to fulfill the governance function. Governance is not limited, however, to exercising the board’s due diligence and fiduciary responsibilities, nor is it neatly encompassed in the “Ten Basic Responsibilities of Nonprofit Boards.” Bradshaw and Jackson describe it this way:

Governance should be a ‘radical’ function that seeks to challenge the root assumptions of leadership, to address those matters that are normally taken for granted or are not discussed…It involves generating alternative visions or scenarios and testing to see if they are more robust and resilient than is the current vision. It also involves asking ‘what if?’ questions and celebrating diversity and multiplicity of views.

While we count on the chief executive to help shape and champion a compelling vision, it is the board’s responsibility to ensure that the vision takes into account the increasingly unpredictable environment and the rapid changes that may be taking place. It is the board’s responsibility to assess the risks and ensure that the strategic goals are linked by management to an operational plan that is implemented effectively. It is the board’s responsibility to question, reframe, and reassess.

All of this “challenging” and “questioning” by the board may seem threatening to the chief executive, especially if not managed properly. However, a self-confident leader will quickly see the benefit of having a sounding board against which to test ideas and gain the external perspective the board brings to the table. Rather than feeling like a challenge to his or her leadership, the chief executive should find that the dialogue with the board and their work together will result in an increasingly compelling vision and a stronger strategic direction.

As board chair, expect your chief executive to lead and to manage, and make sure he or she has the support required in order to do both effectively and confidently. Then make sure that your board is fulfilling not only its fiduciary role but also its governance role—challenging root assumptions, generating alternative scenarios, testing what is taken for granted, and asking the “what if?” questions.

If you are interested in learning more about this topic or about other board governance issues and strategies, contact Jeff Wahlstrom at [email protected] or (207) 992-4400.