Thinking About Governance Reform? Here are Some Questions to Get You Started

Published November 14, 2013

These questions are intended to promote reflection on the concept of governance. They are by no means complete or comprehensive, but they arise from many years of helping sport organizations to understand governance better, and to promote better governance practices.

The bare-bones definition of governance that we have used at the Sport Law & Strategy Group over the years is this:

Governance = the systems and structures an organization uses to control its general operations, programs and activities.

But we have learned that governance is more than just tangibles and mechanics, and this definition needs to also encompass the culture of the organization:

Governance = the systems and structures an organization uses to control its general operations, programs and activities. These systems and structures allow us to: hold a board of directors to account, promote fairness and transparency, support stewardship and integrity, and engage members and stakeholders. Governance systems and structures provide the means by which organizations make decisions, pursue mandates and goals, deliver programs and services, and meet legal standards.

There is no one model or theory or model of governance that is better than another. The model that works for one organization in its given set of circumstances may not work well for another. And when an organization embarks on a program to review and change its governance structure, there is a tendency to focus on the physical elements, as opposed to the substance or purpose. In other words, to look at ‘governance architecture’ as opposed to ‘governance culture’.

Successful governance reform requires a change management approach, careful and patient facilitation, engagement and input of members and stakeholders, and clear communications.

If your organization is embarking on a path of governance review, you may want to consider the following queries (these are presented in no particular order of priority):

• Does our organization have a strategic plan and do we follow it? Do our directors know, respect and reflect our organization’s values?
• Are our bylaws up to date? Do we refer to them regularly? Do our governance practices align with what is written in our bylaws?
• What type of board do we have? Operational board, management board, policy board? Do we even know the difference?
• Is our board big or small? Are we able to meet face-to-face regularly?
• At board meetings, do all directors engage fully in discussion? Do they come prepared and informed?
• Do we provide new board members with a formal orientation, and does our board pursue education and professional development on an ongoing basis?
• Do we have a nomination system to help us plan for the succession of the board? Do we accept nominations for election from the floor of a meeting, or are nominees carefully recruited and screened?
• Does our board have a small number of active committees aligned with our strategic priorities? Do these committees have written terms of reference?
• Are the roles of staff, committees and the board clear? Are board meetings focused on strategic and policy issues, or does the board get involved in operational decisions?
• Do we have, and do we follow, a conflict of interest policy?
• Do directors respect the confidentiality of board information and discussion? Do they speak publicly with one voice?
• Is there trust among our directors, and between our directors and staff?
• Does our board communicate regularly and openly with members?
• Do directors undergo any evaluation of performance? Does the board evaluate its own performance? A
• Are board meetings productive affairs, or do they get bogged down in politics and interpersonal issues?

These are just a few questions that begin to shed light on the governance practices in place within an organization. The current governance landscape is where one starts. The new NFP Act represents some unique challenges that can be reframed as powerful opportunities for NSOs to rethink their governance structure. It is a great coming together of ‘carrot’ (renewing governance for good reasons) and ‘stick’ (being forced to renew governance because of new law). But, there is less than one year remaining to complete the transition to the new legislation, so those organizations not yet on their way MUST get started!

In closing, the Institute on Governance says that:

“Governance reform is typically 20 – 25 % substance and 75 – 80% process. How you go about change determines the outcome. Many organizations try to move too quickly, without fully appreciating the complexity of this kind of change. Leadership, consultation, communication, analysis, incentives and technology can all contribute to a successful result. [It is important to] determine a strategy that’s likely to work given your particular objectives, history, stakeholders, personalities and culture.”