Ground Rules for Good Governance

Governance can be a tricky thing.

At their best, boards are positive places where ideas flow, problems are collaboratively solved and the people and the organisation thrive.

At their worst, boards are toxic places where ideas are ignored, problems are exacerbated and the people and the organisation are damaged.

The biggest contributor to a positive board, in my opinion, is simply how well we work together. Common issues include:

  • Making decisions is fraught, with decisions either rubber-stamped with no meaningful debate or are a source of considerable conflict.
  • Relationship within the board are strained. There may be board members who talk too much and others who are not taken seriously. Perhaps there is someone who is aggressive or condescending, someone who is disengaged, someone who is overly picky and someone who never seems to say what they really think.
  • There’s conflict or power struggles between the board and the management team – with the board either too hands-on or too hands-off.
  • Meetings are ineffectual, eg they ramble, decisions are unclear, there is little time for strategic discussion.

So how can we address some of these working together issues and help our boards to be more positive and effective? A helpful start is to define and agree what working together well looks like in practice. In other words, setting ground rules.  This is common place in group facilitation, but surprisingly rare on boards.

So here is a sample set of governance ground rules, intended as a starting point for a conversation about what positive and effective governance looks like. I have created these from my own experience serving on about a dozen different boards and working as an independent consultant with at least a dozen more; acknowledgements also to the NZ Institute of Directors for the wisdom imparted in their training courses.

Sample Set of Governance Ground Rules

Making decisions
  • Our ethics, our purpose and the best interests of our organisation are our touchstones: These three underlying principles guide our decision making:
    • Ethics: we are morally obligated to do what is right
    • Purpose: we are strategically obligated to further our organisation’s purpose or vision
    • Our organisation: we are legally obligated to act in the best interest of our organisation. 
  • D + D + D → C: “Dumb” questions + Diversity of opinion + Debate builds consensus.   Differing views (and dissent) are important to ensure we harness our collective wisdom into a shared decision.  Voting is a last resort for decision making, and used only after putting significant time and effort into building consensus.
  • We speak with one voice:  What is said in the board room stays in the board room, and, even if we argue against or even vote against an item, we publicly support all board decisions.
Relationships within the board
  • We are respectful and honest:  Respect and honesty, especially when we disagree, is our absolute requirement, and essential for a well-functioning board.
  • We ensure equity of voice:  All voices at the board table are heard.  In practice this means that, on a board of five people, each of us should, on average, be listening for about 4/5th of the time, and speaking for only about 1/5th of the time. (For more on equity of voice see this previous post.)
  • We ensure equity of opinion:  All input is valued.  Everyone’s opinion is a piece of the puzzle – and all of us are smarter than any of us.
  • We pull our weight: We arrive at meetings on time, we have read and considered the papers, we contribute positively and we are responsive and helpful between meetings.
  • No surprises: both board members and management are quick to let others know about all major events so we can be well prepared and act quickly if necessary.
Relationships with our management
  • We support our management team:  We understand that the board is about “what” and “why” – while management is about “how.”  This means that our role as a board is to focus on the big picture.  While we support, guide and sometimes challenge management, we “stay off the dance floor” and avoid telling them how to do things.
Relationship outside our organisation
  • We manage conflicts of interest: We understand that there will be times when we may have divided loyalties or potential conflicts of interest, because we are all active in our communities.  We declare and manage any potential conflict of interest proactively and transparently.
  • We wave our organisation’s flag: Board members are champions for the organisation, and we take opportunities to promote and advocate for our organisation and its purpose.
Running meetings
  • We facilitate board meetings effectively: We take shared responsibility to ensure that agendas are clear and useful, facilitation processes are helpful, group dynamics are positive and feedback mechanisms allow ongoing improvement.  We spend most of our time at board meetings on strategic issues.

If these sample governance ground rules are useful to you please feel free to use and adapt them. I would love to receive feedback and/or alternative versions.


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  1. Kate – is it possible that we can republish this in The Big Idea. We frequently advertise board roles and most arts organisations have established trusts. We would, of course, credit you and link to your site

  2. Kate, this is a really good piece. Extremely useful for new Directors, and a great refresher / reminder for many experienced board members. Thanks.

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