QUESTION 9: Is Our Governance Committee Best of Breed?

By John Pearson

Tell-tale Signs You’re No Longer a Respected Board Member

A recent ECFA survey reported that just 50% of board members agreed that “our board has policies in place—and the spiritual integrity required—to ask an under-performing board member to resign.” (Download the survey here.)

Ram Charan says that the Governance Committee must address the dysfunctional board member issue year-round, not just in the annual board self-evaluation survey.

QUESTION 9 of 14: Is Our Governance Committee Best of Breed? Owning Up: The 14 Questions Every Board Member Needs to Ask, by Ram Charan (Order from Amazon)

“Many boards will face awkward involuntary transitions,” writes Ram Charan. He recommends that every board have a “best of breed” Governance Committee (three to five members) that will, among other tasks, address the problem of board members who are out-of-step with good governance practices and boardroom protocols.

He says you must spot “tell-tale signs” that board members are no longer wanted on the board—but ignoring these signs will “have a devastating effect when emergency situations arise.” Here are five of the 11 signs that Charan lists:
• Board members who pontificate, but add no value—wasting everyone’s time.
• "He is out of touch with contemporary happenings. Maybe he’s been retired too long.”
• “She has too much to do. She can’t give the board enough time.”
• “Her questions are too narrow and at too low a level. She’s no longer respected.”
• “He always puts the CEO on the defensive.”

What should the board chair and/or Governance Committee do? Sometimes, a frank one-on-one conversation with a board member will raise the yellow flag—and get his or her attention. Sometimes you’ll ask for an immediate resignation. (If you don’t deal with the unruly board member, you risk losing good board members.) If you can hang in there—and minimize the damage—the Governance Committee may choose not to nominate the disruptive member to another three-year term.

My preference: address problems as they occur. Be frank. Be gracious. Be specific. Ask the Lord to guide the crucial conversation. Communicate the board’s agreed-upon high standards of boardroom practices during the board member recruitment phase. Emphasize your boardroom values again during the new board member orientation phase. And remember  if you want a healthy board, recruit healthy people.

As chapter nine articulates, there are numerous responsibilities of the Governance Committee—including board succession, establishing rules and procedures for selecting committee chairs, monitoring the health of committees (consider rotations over time), conducting the annual board self-assessment survey (and learning from it), and much more.

The helpful resource, ECFA Tools and Templates for Effective Board Governance: Time-Saving Solutions for Your Board, includes several tools relevant to the work of the Governance Committee, including:
• Tool #1: The Pathway to the Board
• Tool #2: Board Nominee Suggestion Form
• Tool #3: Board Nominee Orientation: Table of Contents
• Tool #5: The Board’s Annual Self-Assessment Survey
• Tool #17: Board Policies Manual (BPM)
• Tool #21: Board Member Annual Affirmation Statement

Click here to read the short blogs on the above tools.

The best boards expect the CEO to lead a senior team that embraces God-honoring teamwork, a healthy culture, and rapid response to conflict resolution. The best boards—with the help of a “best of breed” Governance Committee—will expect nothing less in the boardroom. It’s a challenge—yes. But ignore boardroom dysfunction at your own peril. And when you do, you’ll likely experience the eventual crumbling of your organization’s health and effectiveness.

In 1 Chronicles 28, when David gave Solomon the blueprints to the temple, he urged: “Be strong and courageous and get to work. Don’t be frightened by the size of the task, for the Lord my God is with you; he will not forsake you.” Amen!

BOARDROOM DISCUSSION: Which 50% group are we in? Group 1: Our board has policies in place—and the spiritual integrity required—to ask an under-performing board member to resign. Group 2: No policies in place!


• READ “Big Blessings Abound When Governance Faithfulness Flourishes” in More Lessons From the Nonprofit Boardroom. Click here to read Lesson 1.

• TOOL: With the reminder to “date” board prospects before proposing “marriage” (board service), “Tool #1: The Pathway to the Board,” lists six steps for the Governance Committee as they cultivate, recruit, orient, and engage board members. Download the template when you purchase the book, ECFA Tools and Templates for Effective Board Governance: Time-Saving Solutions for Your Board. (Read more here.)



This article was originally posted on the “Governance of Christ-Centered Organizations” blog, hosted by ECFA.
John Pearson, a board governance consultant and author, was ECFA’s governance blogger from 2011 to 2020.
© 2021, ECFA and John Pearson. All rights reserved.

This text is provided with the understanding that ECFA is not rendering legal, accounting, or other professional advice or service. Professional advice on specific issues should be sought from an accountant, lawyer, or other professional.