Boards of directors are there for oversight and to generally prevent executives from making bad decisions, right? But in spite of the revolution in corporate governance post-Enron, it’s not hard to think of boards that have distinguished themselves by failing to do their job in a spectacular way. How about the Wells Fargo board’s central role in the fraudulent account scandal – and then producing an investigation report that was dismissed as a “whitewash for directors”?
That may sound a long way from the relatively quiet waters of scholarly communication, but I’ve been thinking a lot over recent months about the ways in which boards can really support, block or even wreak havoc with what an organization is trying to achieve. This is partly because I’ve been leading the recruitment of five new Board members for PLOS, but also because I’ve joined a few new boards myself and so it’s been interesting to interrogate this from the other perspective. Last but not least, I’ve heard too many leaders – especially in the non-profit space – bemoan the ways in which their board is an impediment to progress.
Joe Esposito’s evergreen post here in the Scholarly Kitchen (“Governance and the Not-for-profit Publisher”) highlights the challenges of many governing boards. The question of board success is really about design, and in reality, most of us are living with a board design that is not of our own choosing. In too many organizations, one might even question whether anyone actually designed the board. So how might we think about developing boards that are functional and truly add value to execution of our mission and vision? My goal here is to provide some practical solutions and for those of you who would rather avoid than engage with your board, I hope I can convince you that a well constituted, well managed board is a net positive. In just one example, Peter Dougherty, Director of Princeton University Press (PUP) for many years, notes the important role the PUP Board played in supporting and promoting a decision to open the PUP office in China. The academics on the board admired the scholarly contribution represented by the mission, while the publishers provided useful strategic guidance in helping PUP get established in Beijing.
Non-profit boards are complicated by the fact that there are various flavors of board and by the fact that many have more than one:
- A Board of Directors may vary in certain dimensions (for example, decision-making authority, autonomy, etc.) but usually has two primary dimensions: strategic focus and stakeholder engagement.
- Many non-profits, especially larger ones, delegate publishing oversight to some kind of Governing Board which oversees all publishing activities with some degree of delegated authority and report in to the main board.
- An Advisory Board doesn’t have the decision-making power of either of the above boards but exists in an advisory capacity to the executive team.
So, given that you are likely living with a Board designed to serve an earlier stage of your organization’s development, how can you refine it and make it more effective?
Case study: AIP Publishing
Following an independent review of best practices and in recognition of the accelerating pace of change in scientific publishing, in 2013 AIP Publishing was established as a wholly owned subsidiary of American Institute of Physics. For this new, more independent publisher to be successful in meeting both mission and financial goals, its new Board needed to recognize the value of experts across domains. It now includes not only scientists but also leaders from publishing, business, technology and its society customers. There is clear coordination with the parent organization via an operating agreement and cross-pollination across boards.
What contributes to a healthy, effective board?
The right people: This seems obvious but is, in my experience, a challenge for many non-profit boards whose members are often ex-officio, and who frequently rely on the networks of current members to find new ones. Before launching any recruitment, it’s super-helpful to create some kind of skills/competency assessment such as this in order to understand your board’s current strengths and weaknesses, as well as the gaps you’d like to plug. And then stick with the results as you recruit, even though it may be harder and take longer.
Diversity: This should be a no-brainer at this point, but many boards are still heavily white, male, and older. The dependence on personal networks for recruitment leads to the more-people-like-us syndrome with the inherent risk of insularity. Breadth of perspective is of strategic, mission and bottom-line value to the organization and this is now being recognized. My home state of California recently became the first to require publicly traded companies to have at least one woman on their Board of Directors, increasing to three by the end of 2021. That’s a great start, given that 25% of these companies have no women on their boards, but it’s clearly not enough. We committed to — and achieved — a 50:50 gender balance for the PLOS Board but that took real work. In both publishing and science women and minorities are under-represented in senior roles (this article provides some great advice about how to build a more diverse board).
The right leadership: a good Board chair makes an enormous difference to the effectiveness of the board, but this can be a tricky one in non-profits when the Board Chair is often an ex-officio role. Board chairs are usually experienced leaders but this situation call for specific skills and practices.
Clarity about role: at its most basic, a board is there to provide oversight of the organization. But a largely passive board is of little value to the organization — a truly strategic board is able to provide forward-looking insights and advice that help shape strategy and key decisions.
Good board practices: these include regular meeting attendance, appropriate size, mix of skills, self-evaluation etc. But good governance practices alone don’t make for a high-performing board: that’s where the human element comes in. To get from good to great, a board needs to develop trust, candor, and perhaps most importantly, a capacity to challenge one another’s assumptions and beliefs.
Case study: The Royal Society of Chemistry
The RSC’s Publishing Board has delegated responsibility from the governing Council and is responsible for publishing strategy. It includes three trustees, one of whom is the Chair of the Board, creating a strong link between the Board and Council. Other Board members are nominated and approved via appointments committee (a sub set of Council) – i.e. not elected from the society membership and not necessarily members which ensures a good spread of skill and expertise. Regular skills audits are conducted to ensure that the Board has the right business as well as scientific skills to help run a £54 million business. The scientists on the Board form a sub-committee with responsibility for the scientific content, standards and policies across the portfolio, adding significant value to content strategy. All journal editorial Boards report into this subcommittee, providing additional linkage – and by having this this subcommittee embedded into the business Board (i.e. the full Publishing Board), there is a clear continuum between business strategy and content strategy.
What gets in the way?
One recent study found five key “disrupters” that get on the way of board effectiveness:
- Lack of clarity on the roles of individual directors and the board as a whole, which slows decision-making and causes unnecessary conflicts.
- Poor process management hinders effective board preparation, meeting management, and communications.
- Lack of alignment on organizational strategy causes disinterest among board members and reduces a board’s ability to focus on the most salient issues and set near-term agendas.
- Poor team dynamics fracture boards and lead to power struggles. Like any effective working group, a board should be comprised of professional peers who respect and work well with each other.
- Board composition is a serious impediment. Today’s challenges require new perspectives and skills. But boards often lack the ability to objectively evaluate their makeup to determine if they have the right people and skills at the table.
Case study: The American Geophysical Union
Following a thorough review and strategic planning exercise, AGU has a clear and effective governance structure with a Board of Directors, responsible for business affairs, and a Council, responsible for scientific affairs. The Publications Committee is shared by both Board and Council as its charge cuts across business and science functions, but any major strategic decisions are approved by the Board. While this may sound potentially cumbersome, Executive Director/CEO Chris McEntee notes that the organization’s governing principle of having the right people in the room for key decisions, coupled with a well-designed decision-tree and authority matrix, makes operations much more fluid.
What can you do to build a better board?
- Even if you can’t change your Board’s construct, you can probably shape recruitment in a way that better serves your needs (see ideas above).
- Provide a good orientation for new board members: this can make a real difference in their ability to contribute and add value. We’ve just done this at PLOS – a half day of overview and discussion about the nature and status of the organization and our strategy, followed by lunch with our founders. It was a great way to help them feel engaged and appreciated before even their first meeting.
- Think about how each Board member can contribute productively – your Board members have joined because they want to advance your mission and if you don’t leverage that, they will either disengage or start diving in where you don’t want them.
- Develop the right agenda for your meetings – be clear about the nature of each discussion (decision? feedback? information only?) and have a clear game plan of the narrative arc and outcomes you’re driving towards. If there are important or controversial items on the agenda, make sure there’s been plenty of advance communication. Boards don’t like surprises.
- Share the right amount of information: I’ve been on boards where the board book has been 200+ pages – far too much for anyone to read and absorb for a single meeting. This end up keeping a board just as much in the dark as too little information – the goal should be to present the right information in the right way to produce the outcome you’re looking for.
- While it may seem obvious, a piece of advice not to be overlooked comes from Peter Dougherty — don’t waste the Board’s time, and don’t show up at a board meeting unless completely and thoroughly prepared. “We get as good as we give”, Peter wisely says.
And should you have the opportunity to serve on a board, grab it! It’s a fantastic professional development experience and incredibly rewarding. But the sooner you can figure out how your contributions can add value to the organization you’ve committed to serve, the better. Ahead of your first meeting, make sure that you clearly understand the mission of the organization and what’s expected of you as a Board member. Board service is both a privilege and a responsibility – especially if you’re lucky enough to serve with an organization whose mission is personally meaningful to you. You’ll learn a lot and enrich your resumé but more importantly, you’ll have your voice heard and hear the impactful voice of others. And you’ll probably find yourself caring a whole lot more than you thought you would.
Do you have any great Board tips to share? Please add them in the comments below!