The Chronicle of Higher Education had a piece about the problems inherent to large board size on their website today (subscription required). While the article is about large boards in higher education, there are lessons to be learned.
Governance experts say such large boards dilute accountability and invariably allow a small group to seize control of an institution, leaving the remaining trustees on board merely to cut ribbons and big checks.
But it is easy to see why a college might want a big board. It is simpler to add trustees than to remove members who are no longer pulling their weight, and growth can be justified as an effort to broaden the diversity of opinions in a group. It is also true that there may be no better way to cultivate donors than to give them active policy-making roles at a college.
These two paragraphs appear to outline all the major problems faced by boards-lack of accountability, small number of people really in control, some members not engaged in the board functions and valuing board members pretty much solely for their fund raising capacity.
Obviously, these problems can plague boards of any size. In fact some of you may privately be wishing you were “cursed” by a larger board figuring if the ratio of valuable to problematic members stayed true, you would have enough useful people to accomplish something. But the problems and dysfunction can become more pronounced and harder to avoid as the group grows larger.
The article provides a number of examples where weak controls and oversight brought on by large board numbers were the source of financial and sports related scandals. While the article doesn’t draw a direct link, it occurred to me that having large numbers at a meeting means that certain people never get a chance to talk and therefore are never invested or feel responsible for the decisions being made.
Perhaps a small group of people on the executive board make the decisions or perhaps the feeling of personal accountability is diluted across numbers. As they say, no raindrop feels they are responsible for the flood. Either way, the environment can contribute to bad decisions being made.
Another contributing factor seemed to be a lack of board education. The article spent some time on anecdotes from various university presidents who discovered their boards really didn’t have a sense of the business of higher education. The schools embarked on efforts to make their boards more knowledgeable.
Recently when I read about board relations, the importance of educating boards about their governance and oversight responsibilities seems to be discussed with greater frequency. In fact, the idea that board members are fund raisers and need to “give, get or go” seems to have taken a back seat to the importance of boards contributing to good governance and planning.
Perhaps the conversation has turned in this direction as reaction to Sarbanes-Oxley or perhaps the non-profit sector has started to recognize the importance of the board to organizational leadership.