Governance is just a fancy word for doing the business of your sport’s board or committee better.
Many people run a mile or glaze over when the word “governance” is mentioned. It is too hard, too scary, can only be understood by lawyers and not by the ordinary dummy. It involves constitutions and legalese and incomprehensible jargon which should be avoided at all costs.
The following tips are written to help you and your board/committee do the job you were elected to do as well as you possibly can.
The chairman or president manages the meeting with the assistance of the CEO or EO if there is one. The chairman does not make decisions and does not direct members to do certain tasks. The chairman is not the boss but guides and leads the conversations through the agenda, balancing the amount of time spent on each item with the time allotted for the meeting.
The Chairman should ensure there is no “sunflower bias” where he or she dominates, has the first word and maybe the last, causing everyone else to shrink into silence under the canopy of the biggest flower at the table. After all, when the leader of any organisation makes a statement it is a hardy underling who might challenge or disagree with what the leader has said and made plain.Ideally decisions should be made by consensus, without the need for a vote, based on full and free input from members. The atmosphere should be one which encourages contribution and does not scare off any member who may not be as confident as others (including new members) about what to say on a topic or how to say it.
Enough time should be allowed for discussion of agenda items, though time should not be frittered away. Equally guillotining conversation, when it hasn’t come to a concluding point, should be avoided as it leaves a bad feeling if not everyone has been able to have a say.
2. Conflicts of interest – who has them and what are they?
Conflict of interest is one of those governance things and if not managed properly can bring an organisation undone. A simple example would be Sue, a business person on a board who provides sponsorship for the club. This is an obvious and actual conflict in that any discussion about sponsorship would include Sue’s business. Sue should formally declare that conflict and have it recorded in the conflicts register.
When discussing sponsorship it is up to the other members of the board to decide whether Sue should receive any board papers about sponsorship and/or whether she should step out of the room when the topic is being discussed. It is important to remember that the decision about what she receives and whether she stays or go is the board’s entirely, and Sue has no say in it.
Another situation would be Jack not declaring that he was a member of the SSA discipline tribunal for the club’s sport when he knows full well that he might be sitting on cases involving club members. In each case declaring interests is essential: a board member cannot over-declare and it is up to the other board members to make the decision as to whether a not a conflict exists and how to deal with it.
3. Under the pump – getting stuff done.
Many committees are run mainly by volunteers (the committee, the coaches, the canteen staff, the officials etc), with some having paid support whether part or full time. Frustrations can easily come to the surface if after committee meetings tasks are allotted to various members to be done in a timely manner before the next meeting.
Everyone is always busy so that’s not an excuse for not doing the job you are tasked with. If you know you can’t do it then say so rather than letting the others down at the next meeting. It is a truism to say that if committee members don’t do what they agree to do then nothing will happen and another meeting cycle will go by.
4. Thoughtful communication and the evil of email.
We all know about going away for a day or more and coming back to a deluge of emails. Some have been read on another device but they still need to be cleared from the computer inbox. Sometimes those emails are just an annoying waste of time because you have been sent or ccd into an email which has nothing to do with you.
When sending emails about club or association matters think carefully about who needs to receive what based on the recipient’s role in the organisation – and everyone’s busyness. Equally if emails swirl around willy nilly they can create their own energy which can sometimes have unfortunate outcomes if taken out of context.
5. Creative and forward thinking – not retrospective report reading.
Many boards tend to focus on the operational side of the business because it is easy. People on the board often come from a functional role within the organisation such as coach, official or even parent and can bring that background to the table. That experience might be useful but it is not the reason why they are on the board.
Their roles are to look to the future of the organisation and how it intends to meet its objectives (and mission and purpose). Reviewing lengthy reports and detailed results may not assist in forward thinking unless there are outcomes which lead to the organisation doing things better. Ideally on every agenda there should be an item which is headed Strategy or Planning. Think of strategy as clear thinking and being creative and dedicate meeting time to giving rein to your enthusiasm for what your organisation could be and could be doing better.
6. The newbie – getting the hang of your board.
Much is written about board induction, the process by which a new board member, whether elected or appointed, is informed about the who’s who and the what’s what of the organisation. Often the newbie will be given a USB stick or a couple of folders full of information: the constitution, the bylaws, the policies, the organisation structure, job descriptions and bios for the office bearers.
Nothing, however, can prepare a new member for actually being on the board as he or she works out the personalities, the peccadiloes, the peculiarities and the painful behaviours of their fellow members. Equally the actual business of the organisation will never be quite as it is written in the induction materials or on the organisation’s website. If you are new to a board don’t panic: give yourself a year or so to get the hang of all of the above and take the time you need to take to start making your contributions and asking your questions.
7. Your day job is not your board job.
People are on boards for a number of reasons: they stood for election, just happened to be in the wrong place at the right time when a board vacancy came up, are parents of kids who play the sport, have been an athlete or participant and want to change tack, give back or have been identified as having a skills or skills that the board needs. Many SSA boards focus on people with skills such as lawyers and accountants - butchers, bakers and candlestick makers not so much.
Regardless of the reason why you are on a board you are not there to do what you do in your day job. Thus a lawyer is not on the board to give legal advice or to do the legal work of the organisation, subject to any agreement that the lawyer may be engaged with the consent of the board to do some basic work such ad conveyancing. The lawyer would not usually draw up the contract of employment for the EO though might assist a legal firm to do so because of his or her knowledge of the organisation. Equally an accountant is not on the board to give specific financial advice; rather to give overall direction and commentary as to the state of the finances, the way accounts might be presented and to liaise with an external accountant and auditor or be a member of the board's audit and finance committee.
If you are a coach or umpire, for example, who has a position on the board then you need to ensure that board discussion does not spend valuable time on small issues which you as coach or umpire should be able to resolve amongst your respective cohorts. The board should be aware of the line between the strategic and operational when dealing with matters to do with the conduct of the sport itself. Neither the coach nor umpire is there to represent coaches or umpires as a general rule and if the organisation's constitution gives them a seat to do that, to represent their constituency, then consideration ought be given to altering the constitution.
8. The distraction of devices.
Increasingly board meetings feature people hunched behind their laptops or ipads, screens up and eyes down. Whilst saving the planet and not wasting paper is laudable care must be taken at meetings to ensure that directors are participating in the discussion and not hiding behind their devices ostensibly (and actually of course) attending to their online board papers.
This is a relatively new phenomenon but may be worthy of discussion by way of board behaviour and conduct. Sometimes people use it as an excuse for not contributing because they're not prepared, too shy, haven't read their papers in advance - which should always be done - or are playing games, texting and Facebooking and even doing other business during the meeting.
Mobile phones should not be on the table and should not be looked at throughout the course of the meeting. If a call is expected during then it is courteous to let the board know that you might step out to take it. Put the phone on silent and when it vibrates remove yourself silently if you absolutely definitely have to answer the call. Otherwise a quick and discreet auto-text to the caller might suffice.
However not all mobile use is bad.
A recent story of a young man invited to attend a board meeting as a guest by the senior partner of a major firm is salutary. He was on his phone all meeting. When taken aside afterwards and told that being on his phone wasn't the done thing he told the partner that he was in fact merely doing what his generation does and that is take notes on his phone. Once again communication about the use of devices and common courtesy go a long way.
9. The board "expert".
From time to time someone on a board will claim to be an expert on a certain topic; a marketing magician, a governance guru. It may be true or it may be hyperbole. It is preferable for people with extensive knowledge and expertise to better describe themselves as experienced rather than expert, for the most part, especially given that no one is on a board in their professional capacity. They are there to bring their skills and knowledge to the table but not to give, or be relied on to give, or be expected to give, advice.
Indeed the notion of a self-proclaimed expert can be disadvantageous or dangerous to the organisation. That person may come to be regarded by other board members, not as informed on the topic which is the realm of the self-described expert, deferring to him or her for advice or giving the utterances greater weight than is due. This can lead to a division in the board when not everyone agrees with the expert's view or opinion. And in those circumstances wise heads on the board should recommend external advice be sought.
This is a difficult matter to address as no one wants to offend the self-described expert at the meeting because he or she may indeed have the expertise. It is up to the chairman to counsel the board member so that opportunity for misunderstanding as to the role is limited.
If you are unable to attend a meeting then you should inform the chairman or CEO, in the first instance, of your unavailability as soon as you know. It may be appropriate to email all board members at the same time depending on the reason for your non attendance.
Board members generally like to know what the reason is: not well, a business meeting clash, family duties at short notice, on holiday. The explanation need only be short. An apology is on a meeting by meeting basis. Many constitutions say that if you miss three meetings and don’t apologise then the board can relieve you of your board position thereby creating a casual vacancy. Common courtesy, good manners and conscientiousness as a board member would suggest that an apology always be given as no-shows are a bad look particularly when it may mean something isn’t done or someone else has to take on an extra task.
A leave of absence can be granted to a member who needs to take time off for a period of months, again for a variety of reasons. The member does not need to apologise for each meeting missed but is expected to return at the end of the leave period and resume duties on the board.
Margot Foster AM BA LLB
Margot Foster is an experienced lawyer with over 34 years in private practice. She is a highly regarded sports administrator having held numerous board roles in club, state, national and international sports organisations, including government appointments both in Australia and New Zealand. Margot knows what it is like to be a volunteer in a sporting club as well as a board member for an NSO with plenty of staff and myriad issues confronting all organisations of whatever size. She is a 1984 Olympic bronze medallist and 1986 Commonwealth Games gold medallist in rowing. Margot advises sports organisations of any size in the areas of practical governance solutions, dispute resolution, including investigations, and mediation through her consultancy Talk the Talk Sport.