Troublesome boards

09 January 2023

The tell-tale signs of a troublesome board

GGI CEO Andrew Corbett-Nolan says good investigations should be acts of healing.

Everyone knows that GGI does reviews, but fewer know about our work on investigations. This is partly because we often can’t talk about these highly sensitive pieces of work, but at the moment we are involved in three, two of which are high-profile cases currently in the media.

Usually, and unsurprisingly, we are asked to investigate ‘why didn’t our governance system pick up the issue before the disaster struck?’ and then ‘and are we safe now?’ These are good questions to ask, as well as ‘what were the red flags we should have seen?’

Public sector bodies, such as councils or NHS trusts, are large and complex. Catastrophic failures are almost invariably multi-faceted so there is never one thing, or one chain of events, that precipitates a catastrophic event. But we do see patterns or ‘tells’ that are repetitive. Sadly, on occasions we have already flagged issues up, but as these signs can seem inconsequential it is hard for a leadership to act and not feel it is over-reacting.

Here are some ‘tells’ that ordinary good governance should address – and which are factors we often see associated with organisations with major issues:

  • The big personality. Usually in the role of chair or chief executive, the dominating (often charismatic and likable) leader who is full or energy and ‘large and in charge’. They will often consider themselves very open to challenge, but on looking deeper they rarely move outside what they ‘just know’ is the case or ‘just has to happen’. Boards often enjoy working with leaders such as this and feel safe, often because this energy is associated with success. But without proper challenge, accepted as well as given, boards run into group think and failing to properly think things through and work to evidence.
  • Feuding colleagues. Usually associated with a chair of chief executive who is a peacemaker and is uncomfortable with challenge, we often see a top team where there are poor relationships and little respect between some colleagues. Directors run their own fiefdoms, or a non-executive runs a very managerial regime through a board committee, but this remains unchallenged and the time isn’t put into creating professional, respectful relationships characterised by collaboration and compromise. Those working immediately below director level, or indeed the executive support, always know about these frictions and start to also collude in ‘keeping the peace’. This is why we always, in our reviews, delve below the executive level to test relationships and collegiate working.
  • The sloppy board. Late papers are normalised, meetings have become rituals, board members text during meetings, minutes are late and convey little meaning – often they could have been written predictably before the actual meeting – and board meetings are characterised by long agendas timed at just a few minutes per item, with massive board packs of lengthy papers which have often already appeared at board committees. These board meetings provide no real oversight or challenge and add little value to the wellbeing of an organisation. It is unsurprising therefore that they do not provide any real insight into what is going on, and going wrong, in an organisation. Worse, they signal that they are not really that interested either.
  • The zealous board. In contrast, some boards go into overdrive and have a very active assurance system ‘feeding up’ to board committees that have effectively taken on managerial assurance. Non-executives spend significant time working through detailed papers and large numbers of staff attend board committees, reporting in on what are actually performance or managerial matters, and meetings are characterised by progress chasing or trying to interpret large amounts of data. The board feels very confident it is ‘on top of everything’, and the executive management team sees little actual assurance reporting (because this is being done by the board committees). In interviews with deputy directors or ‘heads of’ we hear phrases such as ‘feeding the beast’ or how particular non-executives are effectively commissioning papers. These boards are unconsciously incompetent and perhaps the most dangerous of all because they are relying on board committees to carry out managerial checking tasks in a forum never designed for that purpose, and no one is looking at the integrity of the assurance system.
  • The unlucky board. Sometimes there is genuine bad luck that isn’t properly managed. This could be long term sickness of several key players, vacancies, failure in a partner organisation – multiple issues that genuinely aren’t the responsibility of the organisation. The failing is not to recognise these are put in proper mitigations – rather the leadership martyrises and ‘puts up with it’. There is less sympathy with boards who have the bad luck of a poorly performing key player, such as the board secretary or risk manager and again put up with sub-standard work rather than address the matter quickly. This fails to value properly the contribution. Governance needs to make a difference to the wellbeing of an organisation.

Governance is a serious business and in any high-risk organisation the assurance element is important to get right. Big failures don’t just happen, but they often surprise. The most common reaction to one of our investigation reports is a moment of clarity – the leadership sees that there was an accident waiting to happen.

But this is a positive moment. One thing I do flatter ourselves for is developing really positive investigations that properly understand what went wrong in a rounded way and are the first step for an organisation to regain its confidence.

It is at this moment that often organisations are the most open to addressing long-standing issues and making the time to build better relationships, take themselves seriously and understand the value a board and governance should be bringing.

A good investigation should be an act of healing and a platform for doing things better. I am very proud that this is the feedback we get – ‘your report enabled our organisation to learn, move on and be better’.

Meet the author: Andrew Corbett-Nolan

Chief Executive

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Prepared by GGI Development and Research LLP for the Good Governance Institute.

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