Response to Sommer: How to miss the point of board members


Peter Frumkin


In his article on staff relations with boards, Simon Sommer makes three central claims, and they come one right after the other:

  1. The primary role of a board is to ensure that every action taken by the foundation aligns with its charter and the law.
  2. Deep expertise in the programmatic areas of a foundation does not fall within this remit.
  3. Education of the board by the team, in this context, is therefore not a requisite.

The only problem with this argument is that the first part is too narrow, the second part ignores the positive changes in foundation governance over the past two decades or more, and the third part is an unnecessary restriction on good organizational communication. Let’s take a closer look at each.

First, the primary role of a board is not to ensure that every action taken by the foundation aligns with its charter and the law. This highly legalistic vision of foundation governance places compliance above many more important roles that boards play. Most mission statements in foundations are very broad. Boards must interpret the mission and ask regularly if the mission remains relevant and practicable.

If Mr. Sommer were right about the real work of boards, the Rockefeller Foundation’s original charter “to promote the well being of humanity around the world” simply demands that every project imaginable be deemed in alignment with this mission. Of course, the real work of governance is asking what is the best way to define the well being of humanity, or whatever a foundation’s mission today might be, and how to promote it.

Boards should be and are doing a lot more than acting as compliance officers: they need to identify and recruit the best possible CEOs, they need to oversee the long-term financial health of the organization, and they need to work with staff to maximize impact and effectiveness, among many other responsibilities. Saying that mission and legal compliance is the primary role of boards is way too simplistic and limiting.

The second claim that board members do not have to know much about the substantive issues within the foundation’s programs is puzzling. How can a board know if a grant or a program proposed by the staff falls within the mission of the foundation if they do not understand the subject at hand? They may not need to be deeply versed, but they should know enough to provide a check on the judgment of staff. Assuming staff are infallible and simply asking if grants conform with mission would be truly poor governance.

Boards need to know enough to ask whether the proposed grants will work and be effective and if the underlying claim about impact is realistic. Besides the big change in foundation governance in recent times has been the move to bring on to boards people from a variety of backgrounds and experiences, including subject experts, not just people with business or legal backgrounds. This has enriched the quality of governance and significantly increased the legitimacy of foundations.

Sommer’s third main claim is that staff need not necessarily educate and inform the board on matters of substance. This is a strange claim. Even if it is not a requisite, why wouldn’t  board members want to learn about the issues, arguments, and evidence swirling around the mission they are charged with interpreting and fulfilling? Here there is an unnecessary restriction being proposed and we never learn what better topic there could be to bring staffs and boards together around important and productive conversations than hashing out collaboratively the substantive issues in the field of programmatic endeavor.

In sum, the three central claims of the article are questionable, to put it mildly. A more productive perspective on foundation governance would start with the question of how can foundations make the fullest use of the talents and perspectives of board members. All too often the talented people giving their time through board service are not used to drive powerful generative conversations about the purpose of the foundation, nor even interesting strategic discussions about how to move ahead more effectively. Instead, too many boards get bogged down in narrow fiduciary matters, which while part of governance, cannot be the centerpiece of the work of boards.

Instead of worrying about staff members educating or not educating boards, Sommer could have done a greater service by asking how staff management of boards can be transformed from a costly exercise with little mission return to a value-adding exercise that contributes to foundation effectiveness. Broadening, not narrowing, the work of boards will not only help retain those now in governance roles, but encourage others to take up the challenge of helping foundations realize their complex and enormous potential.

Peter Frumkin is the Academic Director of the Gradel Institute of Charity, New College, University of Oxford.

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