Ethical Board Governance

The Alliance was honored to host UNMC & UNO Chancellor Dr. Jeffrey Gold at the 2019 Spring Executive Breakfast this week. He and Alliance Executive Director Dr. Beverly Kracher led audience members in a discussion about ethical board governance.

As a seasoned cardiac surgeon, Dr. Gold is no stranger to the gravity of life and death decision-making; as a decorated leader and executive, he knows that boards of directors also make life and death decisions. That’s why he champions generative governance. (Read more about generative governance here.)

Generative governance is one part of a three-part model of board operational modes:

  • Fiduciary mode—the legal responsibilities of stewardship; it’s about oversight.

  • Strategic mode—the planning required to make progress toward fulfilling the mission; it’s about foresight.

  • Generative mode—exploring values, vision, and purpose; it’s about insight.

At breakfast, Dr. Gold explained it this way: imagine you serve on a college board, and a new student recreation center has been proposed. The questions asked and logic used in each of the three modes will be quite different. In a fiduciary conversation, the board might consider the number of students who would be served, whether the budget exists for such a project, and what the financial benefits might be. Strategically, the board might suggest that faculty in addition to students could be served by the addition of a new rec center: “We are committed to improving the wellness of our faculty, and this would help us meet that goal.”

In a generative conversation, though, a board might ask whether such a project needs to be a campus-only initiative. They might suggest partnering with another organization so that the rec center serves not just students but the community at large.

In short, it’s the framing of the issue that changes across the three modes.

Too often, boards default to the fiduciary mode, exercising oversight rather than seeking insight. It is at this point that the question of ethical board governance moves beyond just policies, procedures, and conflict of interest forms toward questions of purpose and meaning.

But how can boards do it, especially if they’ve made a habit of defaulting to oversight-only conversations? Dr. Gold shared some practical tips for accessing the generative board mode:

  • Build a diverse board. A room of people who all think the same way will be a lot less likely to ask challenging questions that lack easy answers. Recruit board members that add diversity of race and ethnicity, age, gender identity, industry—and of course diversity of thought.

  • Assign and DO the homework. Generative conversations can be challenging. Empower members to meet the challenge by announcing that a certain topic will be addressed and providing relevant materials well in advance of a board meeting.

  • Flip the script. Instead of front-loading the meeting agenda with fiduciary items (financials, reports, etc.), open the meeting with generative discussion items that will require more time and move the “consent agenda” to the end. Consider labeling each agenda item as fiduciary, strategic, or generative to remind members how they should approach the conversation.

  • Silent start and the one-minute essay. Build moments and space for reflection directly into the board meeting. When a generative item is introduced, ask members to silently consider it for a few minutes or ask them to jot down their thoughts on paper before the discussion begins. Slowing down to reflect has been shown to improve decision-making.

  • Return to values. Consider reciting the organization’s mission and values at the top of each meeting. This encourages members to use those values in their discussions and decision-making. Don’t have an organizational values statement? The Alliance offers a self-directed workbook series that can help.

  • Learn the conversational ropes. It isn’t easy to ask questions that don’t have answers or that identify problems without easy solutions. Sometimes, it feels safer not to say anything at all. But with practice, board members can feel more confident about raising difficult issues and discussing them respectfully. The Alliance offers Governing Board Ethics Conversation Starters for just this purpose.


Governance as Leadership: An Interview with Richard P. Chait

Making Sense of Generative Governance

The Generative Mode of Governance - What It Is and How to Do It

The Big-Picture Board: Creating a Culture for Generative Thinking

Strategic and Generative Thinking Skills and Techniques for Board and Staff