Governance reform has increased trustees’ accountability and exposed them to personal liabilities they never anticipated when they agreed to serve on the board. Relentlessly bad publicity on patient billing, clinical quality, and executive compensation has exposed them to criticism and questions from friends and family members, skepticism that well-intentioned volunteers often struggle to cope with.
Boards continue to insist on being more in charge and not of just budgets, executive compensation, and recruiting trustees, but also of meeting agendas, allocation of meeting time, use of executive sessions, strategic plans, quality improvement, and leadership succession planning. They’re less willing to “rubber stamp” whatever management proposes, and even less willing to concede that the CEO is always right.
As a result, the old model, where the CEO’s role is to lead the board toward the “right” decisions, isn’t going to work as well as it has in the past. Savvy CEOs and boards require a model of collaborative (or co-) leadership, one in which the board plays a much stronger role in shaping the board’s agenda and the organization’s view of what’s in the best interests of both the institution and the community.
The partnership between CEOs and their boards is so critical and so sensitive that it’s imperative that CEOs recognize how much trustees’ expectations are changing in the aftermath of governance reform, Sarbanes-Oxley, and congressional criticism of not-for-profits. If CEOs recognize the problem and help their boards find ways of feeling more engaged, they will probably achieve better results than if they simply maintained the status quo.
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