Like all things that grow, the life of a Board is lived out in seasons. There is a time to watch and learn and then there is the time to stop watching from the balcony and get on the dancefloor with management. Each of these seasons are determined with the stage in which an organisation finds itself as well as the stage of maturity of the Board.This is not to say that the Board’s journey is linear, no, far from it.

One way to ascertain the stage of growth in the governance framework of a firm, is to look at how engaged the Board is at any particular time. This is equivalent to using a stethoscope to check a humans pulse, showing whether the Board is literally on its last heartbeat (passive), or whether the Board is overworking and overreaching, stressing itself and management out (intervening and operating).

Dr. David Nadler former CEO of Mercer Delta Consulting shared insights that we have borrowed together with the illustrative diagram below that makes for good reflection every time we take an assignment and where our first assessment is to understand the current pulse of the Board. To explain further:

1. The passive board, which apart from being a statutory board for compliance, is still at its infancy. It functions at the discretion of the chief executive officer and has limited participation and accountability, only existing to ratify management’s perspective
2. The certifying board, having learned to walk, is most aligned to its most key stakeholder, the Shareholders. It confirms to shareholders that the chief executive officer is doing what the board expects. This board type emphasises the need for independent directors who meet without the chief executive officer and assert themselves in their watchdog/monitoring role.
3. The engaged board, having learned the balance between monitoring and support establishes a partnership between the executives and the non-executives, similar to the participative board. The board engages in dialogue and decision-making and is comprised of directors who have sufficient competence to add value. This board also defines roles and behaviours required of directors and boundaries.
4. The intervening board becomes intensely involved in decision-making during the crisis and stressful seasons. It convenes frequent and intense meetings, often at short notice and gives pointed direction to management.
5. The most engaged board, though not the preferred one, is the operating board, which makes all the key decisions and then proceeds to implement and and which fills in the gaps in management. This should be a temporary measure.

So if life was without its plot twists, each Board would remain engaged, only resorting to intervene and operate during crisis and for a defined period. All the best reflecting on your Board season and as always, we Akira Consult Limited are here to offer our time to observe and advice!

Read more about governance at www.akiraconsult.ke