How to undermine governance in four steps

Earlier this year, I stepped down from a board role in a not-for-profit environment. I felt that the board had a very strong CEO at the table combined with a weak chair, and in my opinion, under the guise of good process, we were slowly winding our way to hell. I came to the conclusion that I couldn’t change anything and the demands on my time was too great to simply “waste” time in an environment where I was ineffective, so I stood down.

But I hate wasting failure and having a Churchill Club function on Killer Boards coming up, I decided to analyse what I thought went on, and wrote this article to capture my learnings and hopefully share some value an how good governance can be undermined.

To comprehensively control the board, the CEO did four things:

1. Own the agenda

As the subject matter expert and a forceful personality, the CEO both prepared the agenda and kept the meeting on track, deciding what could and couldn’t be discussed as it’s hard to get a black and white definition of governance. And as they say, “he who controls the questions, controls the answers”.

2. Own the record of the meetings

The minutes were taken by a staff member acting as a minute taker, then heavily edited by the CEO, to make them more concise so to “reduce our reading load”. It was quite confronting to then have to argue to have discussions and decisions that took place reinserted into the previous minutes. Past minutes were then used to support arguments such as “You had your chance to disagree and clearly you didn’t”.

Horrifyingly, a friend of mine from a large corporate environment casually mentioned to me when I complained about this that “I always takes the minutes and make them reflect the outcomes I want, regardless of the actually decision. In 17 years of doing this, I have only been questioned on it once”.

3. Own the meeting process

The CEO controlled the meeting process. Most of us were aware of things like “making and seconding a motion”, but we were a bit unsure of the exact details or why the procedures even existed. Meeting procedures are normally affected by relevant legislation, standard guides such as Joske’s Law and Procedures at Meetings in Australia and mutually agreed rules codified in a groups’ standing orders.

In this case, the CEO had more expertise at shutting down conversation where it wasn’t wanted and the rest of us weren’t confident enough to disagree. Mind you, it’s hard to maintain your dignity and continue to argue over what appears to be a minor point when being told repeatedly and loudly that you’re wrong by an expert and the rest of the board wants you to “just move on”.

4. Own the board makeup

Almost half the board members had their boss, the CEO, at the table and spent the meetings desperately avoiding conflict with him. The other half of the board were volunteers who mostly avoided conflict as they “weren’t paid to be there” so didn’t want to generate stress and extra work for themselves. The CEO’s candidate for chairman was someone who saw the role as a facilitator only and would immediately defer points of order to the CEO. The CEO advised on the size and makeup of the board and made sure the numbers were stacked the right way for the “right” chairman to be selected.

Like all real life decisions I wasn’t completely convinced I was right about all the above points, especially as most of my peers were telling me I was wrong and just argumentative. However increasing demands on my time helped me to go with my gut instinct and step down. So imagine my surprise (and almost guilty pleasure at being validated), when about two weeks after resigning, a major issue blindsided the board, generated lots of negative press and ended up with the removal of the CEO. In hindsight I should have trusted my gut more and made the effort to develop expertise in meeting procedure.

Brendan Lewis is a serial technology entrepreneur having founded: Ideas Lighting, Carradale Media, Edion, Verve IT, The Churchill Club and Flinders Pacific. He has set up businesses for others in Romania, Indonesia, Hong Kong and Vietnam and is the sole Australian representative of the City of London for Foreign Direct Investment. Qualified in IT and Accounting, he has also spent time running an Advertising agency and as a Cavalry Officer with the Australian Army Reserve.