Role

The Role of the Board

'The board's job is to create the future, not mind the shop.' -John Carver. Boards that Make a Difference. San Francisco: Jossey-Bass, 1991

The board's job is to govern the sports organisation; management's job is to run it. The board's primary responsibility is one of trusteeship on behalf of stakeholders, ensuring that the legal entity, the company or the association, remains viable and effective in the present and for the future. The board is ultimately accountable for all organisational matters.

The board has a number of key roles:

• Strategic planning -- defining, driving and monitoring the organisation's strategic direction, priorities and results.
• Stakeholder involvement -- defining key relationships, interacting with stakeholders to inform them of achievements and ensuring that stakeholders have input into determining strategic goals and direction.
• Enhancing the organisation's public image -- promoting the organisation in a positive light and performing 'ambassadorial' duties.
• Organisational performance -- reviewing, monitoring and ensuring management and organisational performance.
• Reporting -- reporting to members and stakeholders at the annual general meeting.
• Policy formulation -- establishing the board-level policy framework for governing the
  organisation, from which all operational policies and actions are developed.
• Management of chief executive officer -- appointment, performance management and review, providing advice and guidance and rewarding the chief executive officer as appropriate.
• Legal compliance -- monitoring organisational compliance with relevant federal, state and local legislation, and the organisation's constitution.
• Management of financial resources -- approving the allocation of funds through the annual budget, striving to secure the resources required and ensuring sound financial management of the organisation.
• Risk management -- ensuring the risks facing the organisation are identified and assessed, ensuring a risk management plan is established, regularly reviewing this plan to ensure its effectiveness, and monitoring compliance with it.
• Board effectiveness -- carrying out board business through productive meetings, engaging in regular self-assessment and evaluation, and initiating board development activities, to strengthen its effectiveness.

The Role of the National Board in a Federal Structure

Most Australian sporting organisations operate within a federal structure with a national office and state and territory associations. The role of the national board is to govern the sport throughout Australia, that is, to govern in the best interests of the sport as a whole on behalf of all stakeholders. Board members of the national body have a legal duty to the national board and the national organisation. Affiliation and loyalty to other constituencies, for example state associations or subgroups, must take second place to their duty to the national board. They also have a moral duty to all stakeholders of the sport to act in the best interests of the sport.

It is not uncommon for board members of a national board, nominated by their state and territory associations, to feel obligated to represent or advocate the interests and concerns of that state group. When decisions are made for the sport, national board members are required to be mindful, but independent, of the expectations of individual member bodies. Ideally, national board members should not be office-holders or employees of state associations of that sport.

What if our Organisation does not have a Chief Executive Officer?

Where a sporting organisation does not have a chief executive officer or equivalent position, either paid or unpaid, management and operational tasks may be delegated to a range of people, including board members. In this case, directors must ensure that they separate their strategic board roles andresponsibilities from their individual operational responsibilities.

This may be done by the board setting aside part of its meeting to deal with governance responsibilities, for example strategic and financial issues, and part to deal with operational and management responsibilities, for example reports from directors and volunteers.

The Role of the Chairperson

The chairperson is responsible for leadership of the board, ensuring its effectiveness in all aspects of its governance role. The chairperson is pivotal in creating the conditions for overall board and individual board member effectiveness and ensures constructive relations between board members and staff. The chairperson's role and responsibilities include:

• Representing the board -- the chairperson is usually the board's representative to outside parties, though this responsibility may be delegated as appropriate.
• Setting the agenda and ensuring board members receive timely and clear information -- the agenda should take full account of the issues and concerns of all board members. Agendas should be forward-looking and concentrate on strategy, rather than focusing on management issues.
• Managing board meetings -- direct or control meetings to ensure that sufficient time is allowed for discussion of agenda items and proper decision-making takes place.
• Liaising with the chief executive officer -- while the board has responsibility as employer of the chief executive officer, the board is usually represented through the chairperson in managing the working relationship with the chief executive officer.
• Board member development and encouragement -- taking the lead in inducting and developing individual board members, with a view to enhancing the board's overall effectiveness as a team.
• Performance assessment -- ensuring that peer and self-assessments of performance
  are undertaken regularly for all members of the board, including the chairperson. The chairperson may delegate certain aspects of his or her authority but remains accountable for the action of the delegate.

The chairperson is bound by the board's governance policies and decisions and thus has no authority to alter, amend or ignore these. The position of chairperson does not create of itself a right to independent decision taking. The chairperson may exercise those powers delegated to the position by the constitution or board. It is useful to have a written document that details the decision-making powers of the chairperson.

The Role of Board Committees

Board committees support the board in ensuring that it complies with good governance expectations. They are different from management committees, which ensure sound management of certain programs or functions.

Board committees may include:

• Finance or audit committee -- to carry out certain financial delegations on behalf of the board, for example liaison with the external auditor, monitoring major financial systems and processes.
• Remuneration committee -- to manage the chief executive officer's salary and performance processes.
• Governance committee -- to assist the board with its internal processes, for example recruitment of board members, board effectiveness review.
• Board committees should be designed to assist the board to do its work, taking great care not to undermine the board's delegation to the chief executive officer by intruding into management matters.
• Each board committee should have a 'terms of reference' defining the role of the committee, the extent of its authority, its structure and membership, and its reporting requirements.

The Role of Management Committees

Many sports' boards or chief executive officers develop a range of specialist committees, such as technical committees, rules committees, sports development committees, high performance committees and officials committees. Some larger sporting organisations are able to delegate many of these functions to specialist staff rather than to committees. When such delegations are made to committees, board members must accept that these are management committees rather than board committees, irrespective of any involvement on the committee by a board member. They are usually designed to
support the work of, and report to, the chief executive officer or other specified person under the committee's terms of reference. The chief executive officer would report to the board on those aspects of the delegation relevant to the business of the board. Each management committee should have a 'terms of reference' defining the role of the committee, the extent of its authority, its structure and membership, and its reporting requirements.

Board Member Competencies

Effective directorship requires certain skills and attributes. Whenever possible, the composition of a board should be planned so that the right people with the right skills are elected or appointed. To facilitate this, it may be necessary to educate voting members about the board's needs and issues for the coming period. Director and officer succession planning processes are increasingly being used by boards to facilitate appropriate board composition.

The skills and competencies for board membership include:

• the ability to think strategically
• oral communication skills, including listening and the ability to present points of view coherentlyand persuasively
• financial literacy and financial analysis skills
• the ability to understand and relate to stakeholders
• analytical and critical reasoning skills
• being a team player
• being ethical, honest, open and trustworthy, a high level of personal integrity
• independence and inquisitiveness
• the willingness to commit the time and effort required to do the job properly
• the courage of convictions coupled with a willingness to listen to other perspectives
• the ability to establish quality peer relationships
• a stewardship orientation (that is, protecting and maintaining order for the benefit of current and future generations of participants)
• broad business experience
• understanding and experience in the sport
• community/stakeholder connections and influence.