Brunswick 


  • About Brunswick
  • Our expertise
  • Our people
  • Insights & Brunswick Review
  • Group companies
  • Careers
  • Alumni
  • Contact
  • Site map
  • Home

Insights & analysis

  • Feedback
  • Surveys
  • Talking Points
  • Reports
  • Brunswick Review Issue 5
  • Brunswick Review Issue 4
  • Brunswick Review Issue 3
    • Contents
    • Features
      • Standing guard for standards
      • A calculated take on trust
      • Hearing China’s voices
      • Follow the leader
      • High Fidelity
      • Custodian of a Scandinavian icon
      • Analyzing the union
      • Blogging in Brussels
      • Mobilize everything
      • After the deal
      • The cultural world after the crunch
      • Anatomy of an announcement
      • Show then share
      • Socially responsible investing pays dividends
      • Greater than the sum of its parts
    • Research
      • Digital media and the investment community
      • Trust no one
    • Different take
      • Orchestral maneuvers
      • Float like a butterfly, sting like a bee
      • Devil in the detail
      • Figures of trust
      • Critical moment
  • Brunswick Review Issue 2
    • Contents
    • Chairman’s letter
    • Guest contributors
      • Climate change contributors
    • Brunswick feature writers
    • Climate perspectives
      • Introduction
      • Let's lower the curtain on the high-carbon era
      • The role of progressive states and provinces
      • China's new green
      • 20/20 vision
      • A sustainable global economy
      • Norway's route to low emissions
      • Building work
      • Time to pay up for the ecological crisis
      • A movie... not a snapshot
      • Chemical reaction
      • The long & the short of it
      • Investors as stewards
        • Dealing with the damage
      • No short cuts, please
      • Policy and the investor
      • Time to recognise forest carbon
      • The new climate for business
      • Time for a new manhattan project*
      • A fashionable future
    • Conversation & comment
      • Mark Thompson
      • Arianna Huffington
      • John Kennedy
      • Wu Xiaobo
      • Oliver Michalsky
      • Rise of the global commentariat
      • Should CEOs Twitter?
      • Mobilizing 15 million voices
      • On/off annual reporting
      • Careful, it's on the record!
    • Features
      • Why circulation is irrelevant
      • Restructuring: building the best comms model
      • A guide to guidance
        • Guidance at Unilever
      • Communicating to public & private stakeholders
      • The governance of not for profits
      • Effective board engagement with shareholders
      • What makes a great corporate affairs director?
      • Gimme shelter? Or pump up the volume?
      • Reflections of a Latin American leader
      • EU Financial Services Regulation – Moving beyond the crisis
        • An EU regulatory perspective
      • The new lobbyists
      • Tackling Beijing's M&A block
    • Research
      • Are analysts and investors engaging with new media?
    • Art profile
    • Different take
      • The ties that bind
        • Corporate tie etiquette
      • Poetry
      • Leading through literature
      • What we're editing
        • The new zero
        • International book award
    • The last laugh
  • Brunswick Review Issue 1
    • Contents
    • Chairman’s letter
    • Guest contributors
    • Brunswick feature writers
    • Q&A feature
      • Milestones
    • The big debate
      • Editor’s introduction
      • 01: Stephen Green
      • 02: Sir Win Bischoff
      • 03: Anthony Bolton
      • 04: Glenn Greenburg & Joshua Slocum
      • 05: David Faber
      • 06: John Duncan
    • Features
      • Playing happy families
      • Is there a bigger role for business in South African society?
      • One chair, many roles
      • Dubai, the reputational challenge
      • Unsolicited offers enter the mainstream
      • M&A communications in a downturn
      • A cross-cultural communications challenge
        • Media
      • The missing link
        • Checklist
      • Washington, DC 2009: The new order
      • Hard times for corporate responsibility?
        • Environmental reporting
      • When should companies apologize?
    • Research
      • But what shall we tell the staff?
      • Comply or communicate?
        • Overview of results
      • A growing role for business to forge the CR agenda
        • A diverse agenda
    • Art profile
    • Different take
      • Selling the Papacy
      • The dangers of corporate kissing
      • Diary of a talent hunt
      • Tough times, straight talking
      • What we have been reading
        • Life of a European Mandarin
        • Snowball: Warren Buffett and the business of life
    • The last laugh

Features

Add to download library
Add to print basket
Email this page
  • Go to download library
  • Go to print basket

Brunswick
Review
Issue two
Winter 2009

The governance of not for profits

Written by:
  • Charles Saumarez Smith, Royal Academy, London

Some may argue that this history has no relevance to the operation of a Board of Trustees in the 21st century. My own view is that it helps us understand and interpret the difficulties that public sector boards can get themselves into if they are not careful and do not exercise due care over the way they operate.

My observations come not just from my history of the National Gallery but from my experience of three different boards of trustees, first as Director of the National Portrait Gallery from 1994 to 2002, then as Director of the National Gallery from 2002 to 2007, and now as Secretary and Chief Executive of the Royal Academy.

These relations all differed according to the nature, character and history of the institution – what Helen Scott Lidgett of Brunswick calls “the psychopathology of the organization”. But when I left the National Gallery in 2007, and it was widely reported in the press that I had not enjoyed an altogether harmonious relationship with my Chairman of Trustees, I quickly discovered that problems in the relationship are extremely common. Chief executives generally do not speak about it publicly for fear of retribution, or because they accept that it is necessary to live with the difficulties in private.

So, in looking back and reflecting on my own experience of the operation of boards of trustees, and since I have been asked for many years to talk about trustee relations to students on the Museum Leadership Programme at the University of East Anglia, I have gradually developed a set of general precepts regarding the relationship between public sector boards and their chief executive. Here they are:


The operation of boards is often as much an issue of culture as it is of procedure. New members of boards intuit very rapidly how much is expected of them and what level of involvement and interference is tolerated. This is as much an issue of the example set by the Chairman as of any rules or induction program.

The relationship between Chairman and Director (or Chief Executive) is central to the operation of any board and benefits from very regular meetings and the development of mutual understanding over time. It is just as much the responsibility of the Chief Executive to build a good relationship with the Chairman as it is of the Chairman to do so. These things are reciprocal.

It is increasingly common for boards to elect – or for nomination committees to select – as Chairman the person who is regarded as the toughest, the 
most experienced, and the most senior person available. But the relationship between the Chairman and Chief Executive should be one of trust, not 
authority: patience, clarity and human sympathy are just as important as robust decision-making.


Board members need to remember that they are numerically dominant. Some boards have as many as 18 members (never a good idea) and a single Chief Executive. The role of a board should be 80 per cent encouragement and moral support and 20 per cent gentle, and occasionally (but only occasionally) tough criticism. It is too often the other way round.

Looking at the history of the National Gallery, the key problem has been the nature of the relationship between amateur and professional. In English life at least, there is a long-standing tradition that the amateur knows best and that birth (or success in another field) confers the right to make judgments over professionals. This is not necessarily the best way to manage things. On the contrary, professionals are trained to make judgments over issues of policy and strategy and non-specialists need to exercise care and restraint in assuming that they have superior judgment.

The role of Chief Executive is frequently uncomfortable and requires tenderness and understanding from trustees. Chief Executives will not always have the support of their staff, indeed will normally not have that support, and staff will commonly seek alliances with individual trustees in order to establish private relationships outside the operation of the board. This is nearly always disastrous.

I do not know how far these precepts can be applied to private sector boards, which tend to be smaller and to have a more obvious focus on the bottom line. And the relationships are different in Europe, where the executives in charge of museums are commonly directly answerable to city or national governments. What is clear to me is that the relationship between Chief Executive and board is an issue of increasing concern in the Anglo-American model of Trustee governance and deserves analysis for its pitfalls as well as its benefits.

Read more 1 | 2

Charles Saumarez Smith is Secretary and Chief Executive of the Royal Academy, London. His book The National Gallery: a short history was published by Frances Lincoln in July 2009.



back to top
  • Brunswick offices:
  • Abu Dhabi
  • Beijing
  • Berlin
  • Brussels
  • Dallas/Fort Worth
  • Dubai
  • Frankfurt
  • Hong Kong
  • Johannesburg
  • London
  • Milan
  • Munich
  • New York
  • Paris
  • San Francisco

  •  
  • Shanghai
  • Stockholm
  • Vienna
  • Washington DC
© Copyright of Brunswick Group LLP 2012
  • Terms & Conditions
  • Privacy Agreement
  • Accessibility
  • Site map