Good Governance: Generative dialog as board process

To be more strategic, boards need to have ‘learning’ conversations rather than ‘grading’ conversations.

Governance is the set of processes used by a board of directors to oversee organizational performance, ensure adequate goals for the organization and determine the best strategy to stay vibrant, valuable and visionary for the members.

In surveys, how the board can become a “strategic asset” to the organization is one of the top five concerns of board members. In the contemporary governance literature, boardroom experts weigh in with concerns that boards may not be paying sufficient attention to strategy. A board’s fiduciary responsibility is much like an auditing function, tracking numbers and outcomes against desired performance and new goals. The board’s strategy responsibility becomes more of a dialog function, ensuring enough conversation to explore where we are and where we need to be. The responsibility to set and approve strategy rests with the board.

Board dialog becomes one of the most compelling reasons to meet face to face. A board can review, assess and direct performance by reviewing measures remotely and through conference calls with the executive team. Strategy, however, requires a substantive investment in exploratory dialog to understand the business environment and sort out the choices. In the governance literature this exploratory dialog is called “generative dialog ue.” Richard Chait and his co-authors articulated this process in their perspective shifting book, Governance as Leadership: Reframing the Work of Non-Profit Boards. The concept aligns well with today’s emphasis on the role of the board as strategic asset.


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