This is a story about a charity that went from a pretty dysfunctional, fragile state, to an effective, well-run and constantly improving organisation. This change had lots of components – a new strategy, positive staff culture and leadership, overhauled financial management and more. But one essential ingredient was getting the governance right. This meant revamping the Board.
I won’t be too explicit about which charity this was – in any case, all the people involved at the time have since moved on. But I was a new chief executive, in my first senior leadership role. I was learning on the job about how to be a CEO while simultaneously diagnosing problems and figuring out what the solutions might be.
In the case of the Board, it was a tough one. Here are a few of the problems I encountered:
- Our Board (in those days we called it a Council) was made up of representatives, one appointed by each of our affiliate charities.
- No-one really understood the difference between a company director, a charity trustee and a member of Council – we had people calling themselves each of these titles, and some people who identified as members of Council but were not listed as trustees or directors.
- As Council members were appointed by our affiliates, we had no control over who they were. There was no way to ensure that the Board was remotely diverse; in fact, when I joined, it was largely populated by middle-aged and elderly men.
- Most Council members thought of themselves as representatives of their affiliate organisations – they had little idea of their legal, governance responsibilities for the charity itself. The agenda reflected this – the Council spent most of its time discussing community issues and charity activities, but barely scrutinised finances or risk.
- For the same reasons, there was no way of ensuring we had the right mix of skills. Charity knowledge, for example, was lacking. So, when I tried to discuss the governance issues we faced, I found it hard to get the existing trustees to realise there was a problem.
I was convinced the problems could be solved if we could clearly distinguish between the current Council’s two functions – representation and governance – and set up different structures to deal with each area.
I shared my concerns with one of our supporters – let’s call him Dave – who, having retired, had set up a pro bono charity consultancy. Not only did he agree with me, his view was that if we didn’t fix the problems, the charity was unlikely to survive. Having a strong Board with the right skills was vital. But if this was so glaring, I asked him, why couldn’t I get the Council members to see the danger?
“Of course they won’t listen to you,” he said. “You’re the CEO – you’re the last person they’ll listen to!”
Dave’s advice was to commission him to come in and do a governance review. After investigating the issues, he was confident that he would be able to advance my case to the trustees in a well-evidenced, convincing way.
The first step was to convince my co-chairs to commission the review. I decided not to try and convince them about the gravity of our situation, but to suggest it as a simple matter of good practice. And on this basis, the co-chairs agreed. Dave came in, interviewed staff, trustees, volunteers and leaders of our affiliate charities, then made his recommendations.
As I’d predicted, Dave proposed scrapping our idiosyncratic arrangements and setting up a regular trustee board, appointed by our members at an AGM after a transparent, skill-based nominations process. This would be accompanied by clear role descriptions, a code of conduct, induction processes and term limits. The representative function of the Council would be fulfilled by a new body, a forum where our affiliates’ chairs could meet and communicate with charity staff and trustees.
I arranged for Dave to report his findings not only to our existing Council, but to the chairs of all our affiliate members. While they accepted his ideas had merit, there was still a strong feeling that as an outsider, Dave didn’t really get it. Our charity’s situation was so unique, the recommendations of a consultant couldn’t possibly be an exact fit.
I realised our leadership needed to time to absorb the ideas, tweak them, and take ownership of the process. This took several weeks and lots of painstaking discussion with everyone involved. But finally, we were ready. We called an EGM, adopted re-written Articles of Association, and got ready to recruit a new set of trustees.
The process might have been time-consuming and laborious, but the results have been unequivocal. The charity now had a highly skilled, committed Board, whose members understood their function as trustees. They were able to support the charity in terms of finances, risk management, legal advice, safeguarding and strategy. The new Board was far more diverse – especially in terms of gender and age. We had trustees in their 20s and 30s, and one of our new co-chairs was a young woman, a graduate of our youth programmes.
The litmus test of the new structure came during Covid. As we entered lockdown, all our programming had to shut just as the need for our support spiked across the community, and our funding began to evaporate. In response, our trustees, led by the co-chairs, set up a Covid committee which met every week to support me and the staff in managing the crisis. Without their proactive input and professional advice, I doubt we would have made it through the pandemic.
Here are the three key insights I took away from the experience of reshaping my Board.
- Governance and board performance really do matter. A charity cannot succeed unless these things are working well, and it’s worth putting in the effort to get them right.
- Change is possible – even when faced with a chicken and egg situation like a Board whose structure means you can’t get the right trustees, and where the incumbents can’t even see the need for reform.
- Despite the formal structure of a charity in which the CEO is not a member of the Board, you do have the power to make a difference. It just requires the right relationships, some determination, and a little creative thinking.
I’m Matt Plen, an experienced charity CEO, COO, trustee and consultant. I support charity leaders on issues including:
- Strategic planning and programme design
- Team performance and culture
- Theory of change and impact evaluation
- Community organising and volunteer engagement
- Governance and board performance
I can conduct a review and make recommendations for improvement, run training sessions for your team or board, and mentor senior leaders and other staff – all at rates to suit your budget.
If you’d like to discuss the issues raised in this blogpost, or if you need support on any of these topics, I’d be happy to meet up and find out more. Contact me at mattplen@gmail.com or visit my LinkedIn page.
