Governance Dilemma Newsletter

11 January 2023

In each edition of the Governance Dilemma newsletter, we will look at a real-life challenge that a Board has faced and consider a range of responses.
This was known formerly known as Trustees’ Quandary and changed to Governance Dilemma in March 2023.

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Read the latest dilemma here.

For an example of a previous Governance Dilemma, see below:

Governance Dilemma

Maria is the newly appointed chair of the governance and nominations committee of a mid-sized charity whose board had been stagnant for many years. When she joined last year, she was the first new director since 2014. The directors were thrilled to have her and created the committee with a view to revitalising the board. Maria’s committee undertook a major piece of work to reach out to the members of the organisation and seek nominations for the board. The Board has 12 seats, and 4 of the current Directors wish to retire from the Board which creates 4 vacancies Maria hopes to fill with new people.

Six great members have put their names forward. Maria is now worried because she hears that all six are thinking they will be elected and they can’t, it would exceed the maximum board size in the constitution.

What can Maria do to avoid alienating any enthusiastic volunteers and to get access to the inspiration and energy that all the candidates offer?

Fiona Coyle’s Response:

The composition of a board influences an organisation’s ability to thrive. Within the charity’s governance code, there is a clear emphasis on cultivating a diverse and skilled board, encompassing individuals with a broad range of backgrounds, skills, and expertise relevant to the charity’s mission and activities. This current dilemma provides an opportune moment not only to manage the influx of enthusiastic candidates but also to strategically align the organisation’s needs with the skillsets and priorities of potential board members.

If not yet undertaken, this is an opportunity for the board to consider the mix of skills, knowledge, and experience required to meet its strategic goals and address current challenges. Identifying the specific skillsets and expertise required to address these priorities.

As the person responsible, Maria should set up a formal process with the candidates, exploring their individual strengths, experiences, and areas of expertise. Through open conversations about the organisation’s needs and priorities, Maria could encourage candidates to reflect on how their skills align with the board’s objectives. Best practice dictates recruitment should not rest solely on one individual; active participation from other members of the governance and nomination committee would be recommended.

In parallel, Maria could also ask the board to explore the possibility of creating specialised roles or subcommittees that address specific organisational needs. This way, even if the board size remains constrained by the constitution, individuals with relevant skills can contribute to focused initiatives without overwhelming the existing structure. This not only retains their enthusiasm but also builds a pipeline of qualified individuals for future board positions.

This dual strategy approach would not only ensure effective governance but also makes the best use of new skillsets to move the organisation forward.

Fiona Coyle has been CEO of Mental Health Reform since 2020. She brings diverse board experience from Ireland and globally, offering valuable insights into various cultures and governance models.

Peter O’Brien’s Response: 

I think in many way this is a situation which a Board Trustees would like to find themselves in. In a world of increased governance and understanding of Trustee responsibilities, it can be difficult to get people to apply to join charity boards.

The best thing Maria can do in this situation is to have put in place a clear and rigorous process for Trustee selection. I would suggest that:

  • Maria carry out a Skills Audit of the existing Board and clearly identify gaps where Trustee expertise would be very helpful to her organisation. The Audit is a simple template completed by each Trustee to put together a clear picture of where the Board is strong and what new skills it needs from newly appointed Trustees;
  • The advertisement seeking applications to become Trustees would have highlighted the specific skillsets which this organisation was looking for. Even in a strong member organisation, I would advise advertising to attract new Trustees from outside the immediate member group;
  • Each potential applicant be offered an informed chat with Maria in advance of completing the application process where the skills which were required on the Board would be clearly outlined;
  • The interview Board agree in advance the questions which would best allow the prospective Trustees to outline how they meet the skills requirements of the Board;
  • Maria ask a Trustee from another unrelated organisation to join the Interview Board and provide an external perspective on the various candidates.

The major advantage of such a rigorous process is that most of the candidates themselves will understand where they might not meet the specific requirements of the Board at this time. Maria might consider asking the unsuccessful members if they would like to join a sub- committee of the Board to use their expertise and understand more about running the organisation. They will also have a roadmap for the type of skills which the organisation will be looking for at the next trustee selection cycle.

Peter is the Chair of the Cancer Fund for Children and a Mentor on the Carmichael Programme.

Amanda O’Sullivan’s Response:

What a fantastic position to be in regarding nominations for the positions, and it is great to have a selection of candidates with an expectation of new and varied skills and strengths that they are bringing. Maria and her committee have obviously engaged well in getting these nominations.

To progress this further and manage the expectations of the candidates a detailed job spec clearly identifying the skill set for that board whether this is business management, finance, HR, governance, risk and compliance or the industry insight.

Maria should link directly with each of the candidates so that they feel valued, and the relationship building process commences. This is an important strategy to support working with the successful and the non-successful candidates, so that their enthusiasm and skills can be harnessed. During this time the nominees should then be asked to submit a CV to assist with the selection process, encouraging them to identify the particular skills that they will bring to the Board. During this direct link Maria should clearly remind the nominees of the fact that there are a maximum of four positions available and that no other positions will be filled at this time and clarify the voting process for the candidates. This process being clearly outlined is essential to manage the candidate expectations. Maria with the Board should review and highlight the other fantastic opportunities that are available to support the work of the Board in order that the non-successful nominees could be encouraged to take up a vital position on a sub committee using their specific skill set. Following the completion of the voting process Maria should link in with the non-successful candidates to maintain that sense of value and worth and to keep open communication channels for future vacancies and opportunities.

Amanda O’Sullivan is the Chief Commissioner of Irish Girl Guides which is a non-formal education youth organisation. She is chair of the Irish Girl Guides Board and has been in this position for three years.