As the saying goes – an ounce of prevention is worth a pound of cure and a living code of conduct is one of the best things a board can have to ensure positive intra-board relations.
There is nothing new or revolutionary about developing a code of conduct. Governance experts have been recommending it forever, and most boards have one – somewhere. The question is whether it is a living code or just a nicely worded document that was developed at a retreat and now sits in a binder, or perhaps even posted on a wall in the boardroom. A code of conduct is a bedrock document that describes how the board and individual members will conduct themselves. It outlines individual and group behaviours that exemplify ethical and constructive governance practices.
Developing a code is not particularly complicated but it is a process in which I recommend a board get assistance. An experienced facilitator can help members equitably identify not just appropriate conduct but what it will look like in real life, how to monitor how well the code is being lived, and what to do when there are the inevitable stumbles. This should ideally be done at the beginning of the board’s term and combined with the development of a strategic plan and other governance orientation matters. Some people see the development of a code as an unnecessary “touchy-feely” exercise that takes time away from “real” board business, but it doesn’t need to be that way. I can tell you from experience that boards that don’t invest time in reaching agreement on not just where they want to go but how they will behave can find themselves spending a lot of unproductive time later on. And as a board, you will be measured not just on what you achieve but how you achieve it.
Although developing the code is an essential exercise the greatest value comes from how it is used after it is written. Unfortunately, for many boards, the code rarely is cited again except perhaps as a cudgel to bring a wayward member back into line. To be effective the code deserves more time than just its generation. I am not suggesting that time be taken out of every meeting to assess how the board is doing. I’ve seen this done and it can quickly become a useless end of meeting exercise. I am suggesting though that it should be part of a scheduled board self-review process that allocates time outside of regular board business to check in on the board’s perceptions of how it is doing in this and other governance processes (more on board self-review in a future post). Besides keeping the code fresh in both mind and deed, the self-review check-in allows for open and frank discussions about what the board is doing well and where it can do better. The code by itself is just an expression of good intentions. It’s how boards live the code and support it with other procedures that make the difference.
Part 4 will review key board governance procedures.