Board Governance: The Real Work of Governance

This page is part of the preserved archive of Banff Executive Leadership Inc., the governance and executive-leadership practice founded in Banff, Alberta in 2001. It records what the practice argued about governance and what its board programme covered. It is a record of past work and past writing, not an offer of anything.

The sentence the practice put at the head of this section for most of its working life was a deliberately large claim: governance, in all its various forms, may well be the most significant leadership issue of our time. It was not written as decoration. It was written by people who had spent their working lives in the room where boards actually meet, and who had watched the quality of that room determine the fate of organizations that were otherwise well financed, well staffed and well intentioned.

One kind of work, many kinds of room

Part of the argument rested on how widely the same problem recurs. The practice worked with, and wrote for, an unusually broad range of governing bodies:

• corporate boards
• charity boards
• health care and education boards
• municipal councils
• professional association boards
• private and family-owned business boards
• consulting and law partnerships
• marketing boards
• resource management councils

These bodies differ in almost every visible way. They are constituted under different statutes. They answer to shareholders, to members, to ministers, to electorates, to families, or to no one but a mandate. Their meetings run from the highly formal to the almost domestic. Their financial scale varies by four orders of magnitude. And yet, despite the variations of form and context, they share common requirements for good governance. The same handful of questions decides whether they function: whether the board knows what belongs to it and what belongs to management, whether it receives information it can actually use, whether it can hold a genuine disagreement without fracturing, and whether anyone is meaningfully accountable for the answers.

That observation is what made the practice's programmes portable. A civic commission and a resource council do not share an industry, but they share a governance problem, and the models that help one usually help the other.

The contract a governor accepts

The framing the practice used for the individual director was blunt. As a governor, you accept a contract of responsibility and accountability for the actions, impact and future of the organization. The word contract was chosen because it carries obligation rather than honour. A seat at a board table is routinely offered as recognition, as a mark of standing in a sector or a community. What is actually being handed over is exposure: legal exposure, reputational exposure, and a share of responsibility for consequences that will land on other people long after the meeting minutes are filed.

How you carry out that role matters, and it is not discharged by attendance. It is discharged by the quality of attention brought to information that is incomplete, to decisions that cannot be deferred, and to the periodic obligation to ask an uncomfortable question of people you like.

Governance work is not the work most directors were trained for

This was the point the practice returned to most often, and the one most likely to be missed by capable people. Governance work is very different from the management, professional or other volunteer work that most directors have been trained for in the main parts of their lives.

A senior manager is rewarded for decisiveness, for detailed command of a portfolio, for driving execution through an organization. A professional is rewarded for expert judgement rendered individually and defended personally. A volunteer is rewarded for turning up and doing the task in front of them. All three habits, imported unchanged into a boardroom, cause damage. The manager descends into operations and starts running a shadow executive. The professional treats every agenda item as a matter within their own discipline and answers it alone. The volunteer takes on the work rather than overseeing it, and the board quietly becomes an unpaid staff group.

Governance work asks for something different and largely unfamiliar: judgement exercised collectively rather than individually; attention held at the level of direction, risk and stewardship rather than task; questions asked in a way that opens a system rather than closes an issue; and the discipline to leave execution alone once it has been properly assigned. Almost nobody arrives on a board already practised at any of this. That gap, rather than any shortage of talent or goodwill, was the practice's subject.

What the board programme covered

The public board programme ran over three days. It is set out here as an archived curriculum, a record of the ground the practice thought a working director needed to cover, and nothing more. The sequence moved from role clarity, through models and practice, to the harder interpersonal material.

• The role of the board compared with the role of management. The starting point and, in the practice's experience, the source of most board dysfunction. Where the boundary sits, how it is written down, and how it is renegotiated honestly when circumstances move it.
• Best practices in governance. What the governance codes and reforms that followed the corporate failures of the early 2000s actually require of a board, and the practice's own view that no set of rules guarantees good governance on its own.
• Principles and models of governance. The traditional or structural model, the Carver policy governance model, the Cortex model and others, treated as complementary tools rather than rival faiths. This material was later written up at length in Leadership Acumen and is restored in the article on models of corporate and board governance.
• Evaluating the effectiveness of your board. Assessment of board practice as a routine annual discipline rather than a crisis response, including how a board sets goals and measures for itself and not only for its chief executive.
• Trust, risk and communication. Placed deliberately last, as the material that determines whether everything preceding it survives contact with a real board. Risk assessment and contingency, the dynamics of power and agenda around a table, conflicts of interest, and what a board can and cannot say outside the room.

No dates, fees or registration details are carried forward into this archive. The programme has not run for many years, and the curriculum is preserved here for what it says about how the practice thought the work should be taught.

Where the argument continued

The board programme was never the main body of work. The practice published continuously for roughly sixteen years under the title Leadership Acumen, and the governance material in that library is considerably fuller than any three-day outline could be. The Leadership Acumen archive holds the restored articles on governance models, transparency, stewardship, integrity and the questions governors should be asking. The archived catalogue of programmes, including the board and civic governance offerings, is recorded on the programmes page.

For readers who want the formal codes alongside the practitioner argument, the G20/OECD Principles of Corporate Governance and the UK Corporate Governance Code published by the Financial Reporting Council remain the standard reference points, and the Institute of Corporate Directors is the Canadian director body closest to this material.