delivers services and educational materials that aim to increase ethical commitment, competence, and practice in all segments of society. A variety of resources are also available for purchase, including a thirty-three-page booklet written by Michael Josephson called Making Ethical Decisions.
It is tremendously important to fully understand the background and backbone of the organization you will be serving. Conduct your research by reading published articles about the organization. Does it have a media clipping service? If so, get a hold of the archived articles. Or simply perform an Internet search for the organization. This will likely provide you with all you need to know — and more. You can also talk to members of the staff or seasoned directors, and read the organization’s constitution, bylaws, or past minutes of the board. The more you learn about the organization, the more effective you will be as one of its new directors.
If you don’t understand something you have come across in your research, ask for an explanation. If you are thorough in your research, you will set yourself up for success. Engaging in a hurried or uninformed decision will make saying yes the wrong thing to do — both for you and for the organization. It is your obligation and due diligence as a director to be well-informed and engaged in the issues affecting the organization. You can only do this if you immerse yourself in its business, become fully aware of its concerns, and attend meetings regularly.
Most boards are not simply looking for “bums to fill the seats,” to use a popular expression. They are looking for individuals who care enough to educate themselves about the organization and to truly make a difference through their participation on the organization’s driving force.
Understanding Fiduciary Duty
When discussing board governance, due diligence, and responsibilities of the board of directors, you will often hear the phrase “fiduciary duty.” This means that you, as a director, must always act in the best interest of the organization.
We’ve already discussed how important it is for you to fulfill your due diligence by becoming highly knowledgeable about the organization you will be serving. In your fiduciary duty as a director, it is also important for you to act in the utmost of good faith, and be unquestionably honest and completely loyal to the organization.
Sounds a bit like we might be describing the family Fido, but I can assure you, the role of a director is not to be an obedient pet, but rather to be a leading force that will take the organization on to bigger and better things. Just as long as you remember that you are part of a team and must make all decisions in the best interest of the organization as a whole and not simply to make your life easier or to more quickly complete an assigned task.
I’ve sat on a board where a very well-meaning director acted without consultation and put the names of her fellow directors in a publication without getting their consent. It was clear that she meant well and that her intentions were good and honourable; however, it was her fiduciary duty to consult her fellow directors prior to proceeding with the action — even if she thought that her actions were correct and above reproach. Directors are part of a team and should never act unilaterally unless they have been given clear authority to do so.
Board Confidentiality
Board confidentiality is another important issue that warrants discussion. The trusty Oxford Canadian Dictionary defines fiduciary as “based in trust.” When you are a director, it is your duty is to act in a most trustworthy fashion and hold board knowledge in trust and confidence until instructed to release it to the public, your constituents, or even someone as trusted (to you) as your spouse.
This can be very difficult. When you are on a board of directors, many people will come to you asking for information about what has been discussed at a meeting. You may have known them a long time. You may feel you can trust them. They will be very persuasive, and promise not to share the information with anyone else. But remember: now that you are a director, your first allegiance is to the board. Don’t let yourself feel pressured into acting improperly or without careful thought.
To help you to prepare for such enquiries, before you leave a board meeting be sure that you clearly understand what information can be released if asked, when it can be released, and to whom.
Using Tip Sheets
On one board I belonged to, the issues were so complex that the organization prepared “tip sheets” for its directors. These useful documents provided directors with clear and correct information — accessible at their fingertips — so that answers given by the various board members to the inevitable questions were all accurate and along the same wavelength. This was extremely helpful, and a practice I would recommend to any board dealing with complex or sensitive issues.
Maureen Cavan, executive director of Access Copyright, leads the progressive organization I am speaking of, and has been responsible for introducing many positive changes that have helped to streamline the collective, resulting in a more effective board for her to work with.
“Clear speaking notes defining facts and reasoning for decisions taken by the board of directors are an invaluable tool for board members in maintaining open communications with the community they represent,” says Cavan. “They ensure that all members of the community receive the same clear messages and they provide board members with the confidence to clearly present positions and answer questions.”
Some people may feel that providing directors with speaking notes is a form of filtering or influencing what is being said. In some cases this may be true, but when you are dealing with complex issues that can be easily misunderstood, it is my opinion that providing directors with clear, comprehensive information only makes the directors, and ultimately the organization, stronger and more effective.
As directors, we generally take quickly written brief notes at meetings, but are they written in the same language (with the same tone and accuracy) as what might be written by informed staff following a long and intense meeting? Not likely.
Having expertly prepared notes or an executive summary distributed to all directors at, or immediately following, a meeting will eliminate uncertainty and the dissemination of inaccurate or inappropriate information. It will still enable you to put your own personal spin on the information — as long as you don’t distort the facts.
The digital world has made it so easy for any organization to quickly forward an electronic document to all directors following a meeting. If this is done, there can be no excuse for directors to complain about insufficient time or information necessary to provide feedback or a report to their constituents following the meeting, as most of the work has already in effect been done for them!
What Are Your Rights?
We’ve now learned about the responsibilities of board members. But what are your rights as a director?
