Understanding Successful Governance
What is Governance?
Governance is the term used to describe the trustees’/Board members’ role in:
- the long term direction of the museum, including its objectives or purposes;
- implementing policies and overseeing strategy to achieve the museum’s objectives;
- complying with legal requirements and your organisations governance documents;
- accountability to those with an interest or ‘stake’ in the museum.
Good governance is fundamental to effective museum activity.
Governance has four key components:
- Foresight – the Board is clear about the museum’s purpose and assures that these purposes are being delivered effectively and sustainably by the staff and volunteers;
- Strategy – it’s about leading strategic development to achieve the museums goals, it’s not about being involved in day to day operations;
- Management – it’s about establishing overall processes and procedures and having a clear management structure, it’s not about managing staff or the museum, programming activities or operational spend;
- Accountability – to all stakeholders. Trustees carry ultimate responsibility for the success or failure of a museum. It’s about communicating and consulting with all stakeholders, it’s not about working independently in isolation.
Role of the Trustee
A museum’s constitution will describe a museum’s purpose and how it operates, however, there are some general responsibilities and duties that are held by trustees. These are to:
- Ensure that the museum has a clear vision, mission and strategic direction, and is focussed on achieving these;
- Maximise the overall performance of a museum at a strategic level, as well as the museum’s reputation and conduct;
- Ensure that the museum complies with all relevant legal and regulatory requirements, and keeps up to date with changes;
- Ensure high standards of governance and the development of best practice at all times. All trustees should be aware of codes of practice and the principles of good governance.
These responsibilities fall individually and collectively on all members of a trustee Board.
Museum Boards must be able to maintain a strategic focus, commit to Board development and stay true to the organisation’s charitable purposes. Simply meeting legal requirements is not enough. Museums owe it to their communities, staff, volunteers, stakeholders and visitors to demonstrate exemplary leadership and governance. Using the draft Charity Governance Code we assume that all trustees:
- Are committed to their museum’s cause and act in its best interests, have joined in order to provide leadership and help the museum achieve its purpose for the public benefit;
- Understand their roles and legal responsibilities, and have read and understand – The Essential Trustee (Charity Commission), the Charity Governance Code, and their museum’s governing documents;
- Are committed to good governance;
- Are prepared to challenge, and be challenged in a constructive way.
Key Principles from the draft Code of Governance
- Organisational purpose and direction – trustees have a duty to lead their museum strategically, with a clear vision, to achieve their aims as effectively as possible with the resources available. The Board needs to be aware of the difference between strategic oversight and delivery. It is not the Board’s or trustee’s role to be involved in delivery.
- Leadership – the Board leads by example insisting that anyone representing the organisation reflects its values positively. If there is a chief executive/museum director the Board must make sure that there are effective processes in place for supervision, support, appraisal and remuneration. Where Board members also act as volunteers, they must be clear about the capacity in which they are acting at any given time.
- Integrity – trustees are legally required to work in the best interests of the charity of which they are a trustee. Trustees have ultimate responsibility for the charity’s funds and assets, including its reputation. However individual trustees are appointed, the Board should not be unduly influenced by those who may have special interests.
- Decision making, risk and control – the Board retains overall responsibility for risk management and discusses and decides the level of risk that it is prepared to tolerate. It promotes a culture of prudence with resources but also understands that being over cautious and risk averse is itself a risk.
- Diversity – Boards whose trustees have different backgrounds and experience are more likely to encourage debate and make better decisions.
- Board effectiveness – the tone the Board sets through its leadership, behaviour, culture and performance is paramount to the success of the charity, and trustees will be judged in this context. Trustee recruitment, retention and development should be approached professionally.
- Open and accountable – the Board leads the organisation in being transparent and accountable.
Further reading: The Charity Governance Code
AIM Golden Rules of Governance
The Essential Trustee – Charity Commission
To watch: http://ourmuseum.org.uk/governance-and-leadership/