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Taking the gap: Breaks for boards

Nicole Copley, Founder of ngoLAW, and a non-practising attorney and Master Tax Practitioner (SA)TM

nicoleIf you had to make me choose just one good governance practice that is worth entrenching in your founding document and abiding by, it would be mandatory gaps in service for board members.

I often have organisations, new and old, fight me on this for various reasons – the board is working so well together; we have such great board members and don’t want to lose them; it is so hard to find good board members; the admin is too much (remembering to do it and then implementing and reporting changes to the Master/Companies and Intellectual Property Commission, the NPO Directorate and possibly the South African Revenue Service). Founders, management and boards themselves dislike the idea of gap-years and just want everything to stay the same.

This resistance to change owes itself, in part, to the mindset of scarcity out there about board members which I think is not necessarily borne out in reality, and which I believe could be solved if everyone had terms of office in place. The board members could be free to serve other organisations and vice versa, bringing in fresh ideas, learning and experience from other perspectives – it could work!

I am not necessarily proposing a ‘hard cap’ on service (although some do like this model and it does achieve similar results) but a more flexible approach where, after a certain number of consecutive years served, the board member is given a sabbatical, left to lie fallow for a year or two. After that period, they could return to the board with fresh ideas and energy, and during their absence, someone will have had to learn to do whatever their particular job on the board might have been. This last factor is one which is crucial to board (and organisational) longevity: that board members are forced to think and plan about how their successors will be able to quickly and easily pick up the reins and carry on in their absence, whether short or indefinite.

Many will argue that they already have terms of office in place and that this should be good enough, but my experience is that without the mandatory gap-years to keep in mind and watch out for, boards too easily fail to pay attention to terms of office, and just let them keep rolling. And, if there is someone on the board who everyone thinks is past their ‘best before’ date, it can seem rude to suddenly raise the issue of their end of term when it is not common practice to do so.

In order for the work of organisations to evolve, grow and thrive, boards also need to evolve. And having terms of office with gap-years as markers is, in my view, the single best way of forcing boards to pay attention to renewal, recruitment, skills gaps and adapting as the organisation changes.

Another common concern about gap-years is that a whole lot of useful board members will leave all at once, impacting on continuity and institutional memory. This is solved by rotating through the gap- years and including some flexibility so that no more than a third of the board, for instance, takes a break at any one time. And, for those who are worried that adopting terms of and breaks in office would mean that all of them would have to leave immediately as they have already occupied their seat for more than the maximum period of consecutive years, this can also be dealt with by sensible drafting: pegging the start-date of when terms begin, and also stipulating that the rotating part means that some board members need to take their gaps earlier, so as not to all end at once. For new organisations which adopt the gap-year approach from the start, this ‘staggered start’ is a good way to go, evening out what could otherwise be lumpy transitions.

People love the familiar and the comfortable and it is so lovely when boards get along well and there is a supportive and warm board atmosphere. Over the long term, however, too much ease can be a bad thing, as board members may be reluctant to rock the boat by speaking out or, when friendly relations are in place, may not want to offend. A too-familial relationship between the board and management (and particularly between a long-serving Chair and the CEO) is dangerous, as the board may miss signs and indicators that something may be amiss or brush aside any misgivings because of high levels of trust and a reluctance to damage the relationships.

Boards should be supportive, but they also need to be ‘fighting fit’, ready to carry out their duties to the organisation and its beneficiaries even if tough conversations are required. A regular ‘changing of the guard’ on boards brings fresh perspectives, new energy and can break patterns and cycles which have become a bit too comfortable for effective governance.

The board member taking a furlough will not, of course, be able to be forced to return but if they do not want to come back, then perhaps it was time they moved on to new adventures, anyway? As the hoary old saying goes – ‘if you love something, set it free ...’.

Originally published in our 2021 Annual Report


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