How Structure Can Limit Inclusivity on Boards
By Darren Rawson
Diversity and inclusion is a major theme in business today. Increasingly more boards are looking for ways to increase diversity of thought, primarily through director selection and recruitment. However board structure and processes may actually hinder or even undermine efforts to increase diversity of thought.
Most people start their governance journey with their very first board appointment, typically a non-profit board. They are thrilled to be joining a board but quite unaware of what to expect. Rarely are they trained on governance in advance. At their first meeting they are typically exposed to a flurry of resolutions, motions, seconds, and votes, possibly even a point of order. They will ponder what in-camera actually means without any idea of what they should say or not say.
Most boards follow some semblance of procedural structure. Many believe that “governance” is Robert’s Rules of Order. Why do we believe this to be true? Robert’s Rules of Order was created in 1876 by a military general to provide meeting structure to large non-legislative societies. It is an effective tool to run meetings and make decisions in a large group setting, but it is just a tool providing structure. It is not governance. It is also not the right tool for all boards. It is definitely not the right tool if we are not going to train Directors on how to use the tool.
When you operate in an environment using a complex process tool, like Robert’s Rules of Order, in particular where members have differing levels of knowledge, you may be inherently biasing the conversation towards those with high procedural competence. Those with lower levels of procedural competence may be extra cautious to provide opinion or input on a topic if they are nervous about making a mistake, speaking out of turn, or not following the proper procedure. In fact, you can demotivate or turn away potentially amazing directors if procedural dominance is too strong.
The majority of directors today are former executives -- typically confident and well trained in board protocol. With a growing awareness on the value of diversity of thought, directors are being recruited from diverse backgrounds -- not just ethnic, age or gender -- but also with strengths in the social sciences or design creativity. How can we immerse these potentially great but inexperienced directors into a board environment without stifling them with unfamiliar rules and procedures? And why not unlock the talents for experienced directors in the boardroom by reducing rigour?
In no way am I suggesting Directors ignore their fiduciary duty to the corporation. That is table stakes. By no means am I suggesting boards abandon structure. To be effective, every board must have processes and structure to drive effective conversations and make decisions. However you do not require Robert’s Rules of Order to discharge your fiduciary duty and be effective.
In particular for smaller boards, consider adopting a structure that works for your board and organization rather than attempting to use Robert’s Rules of Order. This structure can be very simple addressing how you engage in conversations, handle conflicts and make decisions. Review this regularly with the entire board, in particular when you add new directors or the context of the organization has evolved requiring a different level of governance.
Consider these suggestions to help reduce protocol and enable diverse conversations:
- Define Rules of Engagement as an entire board (including how you conduct meetings and make decisions) and strive to reduce procedural rigour
- Remove formality by agreeing on agendas and reviewing/approving minutes outside of the boardroom
- Have the Chair solicit periodic round the room check-ins with each Director during meetings
- Allow time for unstructured conversation in your board agenda
- Ask more open ended questions that invite conversation, such as ‘what are we missing?’ and ‘what is on your mind?’
The more you can limit protocol and focus the board’s valuable time on rich, forward-looking conversations that openly elicits input from all Directors, the better.
This does put more responsibility in the hands of the Chair. Rather than defaulting to procedure, the Chair has to observe who is contributing to the conversation and ensure that a variety of voices and views are heard. The Chair has to balance the fiduciary needs of the board with the cultural dynamics producing rich conversation.
There is no limit to the creativity we are seeing from progressive boards regarding how they organize and manage their affairs. If we truly want the benefit of diversity through inclusive conversations in the boardroom, we have to be conscious of the limitations of structure and protocol to ensure we create an environment that allows diversity of thought to flourish.
