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Ground rules for good governance

Because it can be a tricky thing, Kate Frykberg outlines her ground rules for boards working together in order to achieve positive and effective governance.
Ground rules for good governance

Kate Frykberg at the Philantrophy NZ summit 2017: image via

Governance can be a tricky thing.

At their best, boards are positive places where ideas flow, problems are collaboratively solved and the people and the organisation thrive.

At their worst, boards are toxic places where ideas are ignored, problems are exacerbated and the people and the organisation are damaged.

The biggest contributor to a positive board, in my opinion, is simply how well we work together.



Common working together issues can be:

  • There’s conflict or power struggles between the board and the management team – with the board either too hands-on or too hands-off.
  • Meetings are ineffectual, e.g. they ramble, decisions are unclear, there is little time for strategic discussion.
  • Making decisions is fraught, with decisions either rubber-stamped with no meaningful debate or are a source of considerable conflict.
  • Relationships within the board are strained. There may be board members who talk too much and others who are not taken seriously. Perhaps there is someone who is aggressive or condescending, someone who is disengaged, someone who is overly picky and someone who never seems to say what they really think.

So how can we address some of these working together issues and help our boards to be more positive and effective? A helpful start is to define and agree on what working together well looks like in practice. In other words, setting ground rules. This is commonplace in group facilitation, but surprisingly rare on boards.


Outlined below is a sample set of governance ground rules, intended as a starting point for a conversation about what positive and effective governance looks like. I have created these from my own experience serving on about a dozen different boards and working as an independent consultant with at least a dozen more; acknowledgements also to the NZ Institute of Directors for the wisdom imparted in their training courses.

If these sample commandments are useful to you please feel free to use them, adapt them, gain consensus with your team and embrace them as a way of operating.  They cover five key areas:

  1. Relationships within the board
  2. Relationships with our management
  3. Relationships outside our organisation
  4. Running Meetings
  5. Making decisions

Relationships within the Board

We are respectful and honest: 

Respect and honesty, especially when we disagree, is our absolute requirement, and essential for a well-functioning board.

We ensure equity of voice: 

All voices at the board table are heard. In practice, this means that, on a board of five people, each of us should, on average, be listening for about 4/5th of the time, and speaking for only about 1/5th of the time.

We ensure equity of opinion:

All input is valued. Everyone’s opinion is a piece of the puzzle – and all of us are smarter than any of us.

We pull our weight:

We arrive at meetings on time, we have read and considered the papers, we contribute positively and we are responsive and helpful between meetings.

Relationships with our management

We support our management team: 

We understand that the board is about ‘what’ and ‘why’ – while management is about ‘how.’  This means that our role as a board is to focus on the big picture. While we support, guide and sometimes challenge management, we ‘stay off the dance floor’ and avoid telling them how to do things.

Relationship outside our organisation

We manage conflicts of interest:

We understand that there will be times when we may have divided loyalties or potential conflicts of interest because we are all active in our communities.  We declare and manage any potential conflict of interest proactively and transparently.

We wave our organisation’s flag:

Board members are champions for the organisation, and we take opportunities to promote and advocate for our organisation and its purpose.

Running meetings

We facilitate board meetings effectively:

We take shared responsibility to ensure that agendas are clear and useful, facilitation processes are helpful, group dynamics are positive and feedback mechanisms allow ongoing improvement. We spend most of our time at board meetings on strategic issues.

Making decisions

Our ethics, our purpose and the best interests of our organisation are our touchstones:

These three underlying principles guide our decision making:

Ethics: we are morally obligated to do what is right

Purpose: we are strategically obligated to further our organisation’s purpose or vision

Our organisation: we are legally obligated to act in the best interest of our organisation.

D + D + D → C:

 ‘Dumb’ questions + Diversity of opinion + Debate builds consensus.

Differing views (and dissent) are important to ensure we harness our collective wisdom into a shared decision. Voting is a last resort for decision making, and used only after putting significant time and effort into building consensus.

We speak with one voice: What is said in the board room stays in the board room, and, even if we argue against or even vote against an item, we publicly support all board decisions.

Kate Frykberg blogs about governance on her website here.  

This article first apeared at The Big Idea NZ. Read the original article.

Kate Frykberg

Saturday 8 June, 2019

About the author

Kate Frykberg is no stranger to governance. She has a pedigree in the philanthropic and community sector. Kate is currently Chair of the Te Muka Rau Trust and has previously chaired Philanthropy NZ.