Rowena McNally, a corporate lawyer with about 20 years’ experience on boards and chairing NFP and for-profit boards, wasn’t prepared for the "human dynamics of boardroom politics" during her first directorship.
"Some operate better than others," she says, "but you can still learn lessons on what works and what doesn’t even from a difficult or poorly performing board or chairman."
What makes a good board?
"It’s often very much a reflection on the chair. There’s a much broader understanding now than in the past of issues like good governance and conflict of interest.
But if the chair isn’t skilled in managing the human dynamics within boards, the boardroom can be quite a difficult place. A well-managed board should be a place where people can openly share a wide range of opinions without it becoming unpleasant."
Any specific issues arising from NFP boards?
"Because often the board, and sometimes the staff are volunteers, there can be a broad range of governance experience.
I remember one NFP board that decided, in an attempt to ensure full transparency, to circulate minutes from every board meeting to all staff, customers, stakeholders and clients. Instead of the road to good governance, it had the opposite effect. Nothing of any importance – sensitive, legally fraught or staff-related matters – was being fully minuted."
How do those experiences help directors improve?
"Difficult learning experiences are very valuable because they make you examine what you can do differently to make it better the next time. It is important to build a team and consensus amongst the board. Diverse views need to be listened to, but the decision needs to be owned by the board as a whole."
What advice would you give a first-timer?
"Ask yourself if this something that interests you. It’s very flattering to be asked to sit on a board, but you really need to find something you can contribute to well. If not, you won’t be the best fit for the organisation, and it won’t be the best fit for you."