Who shines the light?

So the members of the Penn State Board are the governing board. The one’s who oversee the organization, hire the CEO, and develop strategy; and,  the ethical conscience of the organization. Here the members are a group of corporate executives, knowledgeable about corporations, governance, and governing–and, yet were kept in the dark.

A group of five Penn State trustees  are now saying that they did not know what was going on.  In the Tribune Review, article, on Friday, January 20, 2012,  a group of board members claim they were “kept in the dark by the former President Graham Spanier”. Interesting…

So what is the problem here? Are boards good-ole boy networks? Does group think set in? Do many boards and its members not know what they do not know? Do they totally rely upon the CEO or President for all of their information?

Unfortunately, this is one of the major dysfunctions of a board—Do not know what they do not know. Governance 4 governing requires board members to know their responsibilities as a corporate board, the major issues affecting the institution or organization they oversee, and what are the key success considerations of the organization. Yes, they hire the CEO, but the board must tell the CEO what they need to know. Too often the CEO filters the information.

I was once told the Board should be the cheerleader for the CEO—by a lawyer no less. When board members become simply the cheerleader for the CEO, they may find themselves in court and held for negligence, or face serious ethical questions. There is no place for cheer leading in the Board Room. The governing is the standing body responsible for the organization—its ethics, its quality, and its survival.

Too many boards are kept in the dark by the CEO, but its the boards’ collective and individual responsibility to ensure that certain pieces of information are always presented to the board. As a board member, you should not want to be surprised, as in this case and many others.