By Joy Allen, managing director, Leading Governance Ltd.
A narrated version of this blog is available at the bottom of the page
Over the years, I’ve been asked by many charity chief executives whether their trustees should ever meet without them. There can be fear and suspicion if secrecy surrounds such meetings, and over time that can reduce trust between the board and senior team. Making senior executives wait around outside the boardroom while trustees have a lengthy pre-meeting is disrespectful and wastes valuable resource, and asking people to leave the board meeting suddenly can be awkward and embarrassing. The people excluded from the meeting tend to suspect that there is a crisis of some kind, and if they aren’t informed about the purpose of the closed sessions, rumours can develop in a destructive way.
Having experienced trustee only meetings many times, from both the trustee and the chief executive perspective, I believe that routine trustee only meetings are an essential element of great governance, IF they are run in accordance with the following 6 principles:
1. The chair, as leader of the board team, should be open with the chief executive when planning the session, about the purpose of the trustee only part of the meeting. They can be a really useful way of developing board thinking in a safe space, on topics such as:
a. Board effectiveness, behaviours, team dynamics, succession planning
b. Chief executive recruitment, pay, performance, succession planning
c. Complaints, or other sensitive issues, at board or chief executive level
d. Reports from auditors.
2. The chief executive, as leader of the staff team, should encourage and support such meetings, and should encourage their colleagues to view them positively.
3. The trustee only meetings should be planned well in advance, and included in the governance calendar for the year, rather than being swiftly arranged to deal with a developing crisis. Trustee induction should explain how meetings are planned, led and followed up, including the trustee only parts.
4. The chair should ensure that minutes are taken, approved, and stored appropriately.
5. The chair should, at least annually, support the board to reflect on the effectiveness of a board meeting, perhaps using this tool.
6. The chair should brief the chief executive as soon as possible after the meeting, being as open as possible about the discussion and outcomes. Board decision making processes should always include input from the chief executive, except where there is a direct conflict of interest (eg) setting their pay.
The board is a team. Whether we like it or not, in the charity sector the chief executive is not a member of that team, even though they sit very close to it. All teams need space to develop their thinking, their relationships, their dynamics (including learning to disagree in a constructive way). An effective and confident chief executive will understand and support that. The relationship between the chair and chief executive is one of the key factors that will make trustee only meetings work positively. They should be mutually respectful, open and honest, without needing to be friends! They should both invest energy in building boardroom trust:
- Among board members
- Between the chair and the chief executive
- Between the board and the chief executive
- Between the board and the senior leadership team
Ultimately, trustees hold the legal duties to ensure the charity is run effectively. In the interests of effective governance, they need time and space together to develop as a team. With a capable and insightful chair, the chief executive can work to support that, as an essential element of the continuous improvement journey. You can use this sample policy on board only meetings.
