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What’s Your Board’s Oversight Style?

Governance expert describes the continuum of board oversight styles, from rubber-stamping to micromanaging.

November 19, 2012

Your CEOs want to hear your questions.

They want you to challenge them. And they want you to reward them.

Yvonne Evers, president of YME Coaching & Consulting, framed that scenario for attendees at CUNA’s National Credit Union Roundtable for Board Leadership. After the financial crisis, Evers says she received a lot of calls reflecting shaken confidence among CEOs and their boards.

“But it’s partly your responsibility to ensure that you’re communicating with your CEO,” she says.

Unfortunately, a lot of communication is faulty. Evers describes a continuum of board oversight, ranging from rubber-stamping to micromanaging. Rubber-stamping is to approve without question whatever your CEO or board committees recommend.

“This generally happens at credit unions with long-term CEOs,” she points out. “You’ll have short, fast board meetings as well. Do CEOs like this? A good CEO won’t. This oversight style means the board has no responsibility.”

Avoid rubber-stamping by:

  • Attending all board meetings;
  • Being prepared for all board meetings;
  • Listening carefully to presentations;
  • Asking appropriate questions—and this includes asking questions of your colleagues on the board as well as your chairman; and
  • Ensuring you adopt a culture welcoming open debate and discussion.

Micromanaging, according to Evers, is to manage with excessive control, especially controlling operational details. Behaviors to avoid include:

  • Becoming involved in personnel issues such as hiring and firing staff (this often happens at smaller credit unions);
  • Approving staff pay increases;
  • Creating committees to deal with operational issues already assigned to staff; and
  • Sitting in, uninvited, on staff meetings.

CU Directors NewsletterIn addition to smaller credit unions, boards with a new CEO or a CEO with performance issues might also lean toward micromanagement, Evers explains.

“It can happen as you set more expectations for your CEO,” she says.

You’ll avoid micromanagement if you:

  • Make sure board agendas relate to strategic issues and not operational issues;
  • Require that supporting documents present high-level information to facilitate discussions;
  • Have a chairman who will rein in directors that veer off track;
  • Clarify the distinct roles of staff and board members during board member orientation or training; and
  • Incorporate board development or educational activities into meetings such as presentations by guest experts. These activities and sessions are ways to keep your board focused on governance, Evers says.

A culture of trust and respect, along with clear and consistent communication, can take you a long way to being successful as a board, Evers maintains.

And a lack of trust and respect can derail everything you’re trying to accomplish together. To ensure your board attains proper CEO oversight, Evers suggests these tips:

  • Have job descriptions detailing the roles of the CEO and the board;
  • Create well-defined goals for the credit union;
  • Communicate your expectations;
  • Provide regular feedback to the CEO and recognition for success;
  • Review the CEO’s performance;
  • Hold regular executive sessions;
  • Keep board conversations at a high level;
  • Don’t get mixed up in operational decisions;
  • Ask questions; and
  • Challenge the CEO when necessary.

 This article first appeared in Credit Union Directors Newsletter.