On governance, we are all Spartacus

Debra's latest Third Sector article explores the relationship between the chair and the chief executive

My partner Andy and I recently watched The Commuter. I pretty much like anything Liam Neeson is in, but this was a terrible film, though mildly enjoyable because parts were (unintentionally) very funny.

If you’re one of those people who like a good (original) plot and characters who make sense to the storyline – well, this film probably isn’t for you. There’s a scene towards the end where the baddie has cornered a group of people and is trying to work out which one is Prynne, whom he has been paid to kill. When he calls out “Which one of you is Prynne?”, the real Prynne stands up and says “I’m Prynne”. At which point, one by one, all the other characters stand up and say “I’m Prynne”. Talk about blatantly nicking this plot idea from Stanley Kubrick’s brilliant 1960 film Spartacus, starring Kirk Douglas, in which the famous line “I’m Spartacus” is used by the slave rebels, all claiming to be Spartacus to protect the rebel leader.

This got me thinking about the relationship between the chair and the chief executive. The common narrative is that when charities get into trouble it’s often because the relationship between the chair and the chief went wrong – it was either too close or not close enough. But it seems to me that this is to misunderstand the roles somewhat. The assumption that the chief executive reports to the chair, who is therefore accountable for their performance, is slightly erroneous. Unless your memorandum and articles of association say otherwise, in charity law the chief executive is the delegated officer of the whole board, members of which have collective accountability for the performance of the charity through the chief. Part of the chair’s role, therefore, is in effect to be a conduit for communication between the chief executive and the board – for efficiency, not to be “the boss”. I’ve observed some charities get into difficulties because the board has (sometimes unconsciously) completely abrogated its corporate responsibility to the chair and engaged little more than at the quarterly board meeting. It seems to me that this is where the real risk lies: not in the chair/chief executive relationship, but in the chair/board relationship.

There is much to consider about all these relationships, but for now suffice to say that the work of the board must not begin and end with quarterly meetings. There must be communication and engagement outside of them, both written and face-to-face. For example, as chief executive of the Directory of Social Change I have regular one-to-ones with all our trustees in order to establish trust and create the opportunity to hear from them directly. After all, I am accountable to all of them. And when I was chair of the Small Charities Coalition I had yearly one-to-ones with my fellow trustees for much the same reasons. The chair and chief executive need to “share” the relationship and communicate regularly with trustees, individually and collectively, between meetings so that trustees have the opportunity to properly engage and be genuinely collectively accountable.

When it comes to charity governance we really are all Spartacus.

This article was first published in August’s edition of Third Sector Magazine