In our last issue, I shared a story from a senior staffer who felt disconnected from their board. I answered their first question about board–staff interactions and received thoughtful follow-up from readers. This week, I’ll share the reader feedback, and I’ll respond to ‘part two’ of the question about CEO accountability. 

 Here's the Original Story: 

This is my first time working in a large, corporate-style nonprofit, and I’ve been surprised by how disconnected the staff are from the board. I’m a director reporting directly to the CEO, and yet in the seven months I’ve been here, I’ve never met a single board member. There’s no transparency about what the board discusses or how they make decisions, especially around the CEO’s performance, salary, or benefits.

What I do see is that the CEO earns more than double what any director makes and seems to have total freedom around vacation and scheduling. Meanwhile, staff like me are expected to be fully accountable to her - but it doesn’t feel like she’s equally accountable to anyone. If I had a serious concern to escalate, I know there are formal ways to reach the board chair, but in day-to-day operations there’s no real visibility into how the board holds her accountable.

So here’s my question: Is this level of separation between staff and the board normal in large nonprofits? And when staff are held to strict standards of accountability, what structures are supposed to exist to ensure that the CEO is equally accountable to the board?

 Here Are Some Reader Responses: 

An ED’s Perspective: Keeping Board And Senior Staff Separate

“I always like to introduce my staff to the board, have at least one social event for the board and staff to engage in; and at fundraisers, I like to introduce my team to the board (they often forget staff members' names). That being said, I don't think that board directors and staff should have open channels, except when it comes to serious grievances with the ED. Then, we have a process in place that's in our HR manual which I review with all new staff.

Why do I think they should be kept largely separate? Because board members can feel like they can tell my staff what to do, or reach out to them for key information - and then when my information contradicts what they've been given (because it's not the most up to date or doesn't include things that staff members didn't know to give them), I’m in the board mtg trying to smooth that out. And sometimes, staff think that they have a straight channel to the board to tell me how to manage or do things differently, because they don't like the way I’m managing something operational. It can be murky and ugly for small organizations with small teams.” - Anonymous Reader 

A Board Chair’s Perspective: Host a Chair’s Reception for Staff 

“I am a firm believer that the board and Executive Director/CEO need to work well together, and all staff should understand the way a non-profit works, and who answers to who. The Executive Director is accountable to the board, but the Executive Director leads the staff. 

The board needs to remember the adage “nose in-fingers out” when it comes to operations of the non-profit, but I think it is important to have a connection once in a while. When I was the Chair of a large nonprofit organization, I hosted an annual ‘Chair’s Reception’, to bring the Executive Director, staff team and board directors together for a meet and greet. The best way to have this is to host the reception just before a board meeting so staff can participate, have food, and everyone can introduce themselves. This helps bridge the gap, and humanizes board directors for staff, so the board isn’t just an abstract concept or assumed to be a bunch of nefarious actors.” - Wendy Bulloch

And Here Are My Thoughts On CEO Accountability, From A Staff Perspective

The question is: When staff are held to strict standards of accountability, what structures are supposed to exist to ensure that the CEO is equally accountable to the board? The answer to this question is tricky, because we’re talking about a number of complex issues here - policies and processes, power dynamics, Canadian workplace norms, and the nuances of nonprofit governance - but I’ll do my best to provide some helpful insight.

How CEO Accountability Works in Nonprofits

In a nonprofit organization, the CEO is accountable to the board of directors. The board hires a CEO and delegates the operational responsibility of the organization to their role, then manages and evaluates the CEO’s performance. This reporting relationship is important because the board of directors - a group of volunteers - is ultimately responsible for the sound management of the organization, even if the CEO is doing all (or most) of the hands-on management themselves. In practice, relationships between boards and CEOs or EDs can vary significantly, from way too much board interference (quite common) to a near-total lack of oversight (less common but still problematic). Most organizations fall somewhere in the middle. 

In this relationship, the board will provide direction through strategic planning and set limitations for the CEO through policy, while also engaging in some kind of ongoing performance management. The CEO is typically accountable for advancing high-level strategic or impact goals, complying with organizational policies, and ensuring the affairs of the organization are well managed. Hiring and supervising a team generally falls under the CEO’s purview, and their accountabilities in this area would include things like developing and following internal HR policies, ensuring legal compliance, and managing the team to advance the organization’s goals. The board decides how prescriptive it wants to be in relation to their own management of the CEO. In some organizations, the CEO is expected to follow internal HR policies related to things like flex-time or sick days. In other organizations, the HR policies apply to all other staff, and the CEO is managed through governance policy and/or their individual employment agreement. 

In any case, the CEO is typically afforded a significant amount of independence, not only because their role requires it, but because it would be impractical to manage otherwise. For example, a board would determine how much vacation time a CEO is entitled to. But a CEO would usually decide independently when to schedule that vacation time (and would inform the board in advance, with a coverage plan). But you wouldn’t expect the CEO to let the board know that they’re leaving the office early on Tuesday for a dentist appointment - the assumption is that they have the skills to manage their time appropriately on a day-to-day basis.

If the CEO manages their time inappropriately, or their performance falls short in other ways, the expectation is that it would be noticed by the board in the course of their ongoing monitoring activities, for example, by noticing missed targets, red flags like staff attrition, failed controls, etc. If the CEO is conducting themselves in a way that puts the organization at risk, that’s something that might be flagged through whistleblower channels. 

What About CEO Accountability To Staff?

Outside of legal and policy compliance, CEO accountability to staff is, technically, discretionary, This is something that really comes down to a question of leadership style. Some leaders understand that mutual accountability matters in workplaces, and they hold themselves to the same standards they expect from staff. Other leaders take a more hierarchical approach to management, and feel that their position affords them unique privileges and freedoms not available to their team. We all know which leadership style is more effective. 

So if your CEO is holding themselves to a different standard of behaviour than expected from staff, and they’re not violating any organizational policies, and haven’t crossed any legal or ethical boundaries, then they may not technically be doing anything ‘wrong’. BUT they are likely a crappy boss. For the record, I believe that nonprofits thrive with a healthy dose of transparency and accountability all around, even when it’s not ‘technically’ required, but in a situation like this, if you’ve followed my previous advice and nothing has changed, it might be time to think critically about your employment relationship.

Big Takeaways

• Facilitate positive interactions between board and staff, but keep healthy boundaries in place. Occasional, structured interactions humanize the board for staff while preventing blurred authority lines.
  
  
• A CEO is accountable to the board, but good leaders will also model transparency and accountability with their team. The most effective CEOs model the same standards of fairness and accountability they expect from staff.
  
  
• Sometimes when no one is breaking the rules, the issue is just that their management style sucks. Even if policies are followed, poor leadership style can damage trust, morale, and organizational culture.