3.10 Managing Relationships - Internal and External
Key Internal Relationships
The Board/Board Members and the Chief Executive
Board members must guard against being seen as solely advocating or representing the interests of the public body. As outlined in Section 3.1, it is essential that Board members remember that they are appointed by the Minister and that they are there to represent the Minister's interests in order to ensure delivery of, or advise on, Ministerial policies.
It is essential that Board members and senior management in a public body work together as an effective team. This involves having clarity about roles and responsibilities and creating an atmosphere of mutual respect for each other's position. In particular, the working relationship between the Chair and Chief Executive is key to successful conduct of business.
There are two main dangers to achieving a healthy relationship between the Board and the Executive. The first danger is where the Board and/or Board members become involved in operational areas. It is important that the Board maintains a focus on strategy, performance and behaviour and is not diverted by detail which is the responsibility of the Chief Executive and staff. In cases where Boards become involved in operational issues, both good governance and good management are likely to suffer.
The Board as a body should also protect the Chief Executive and staff from the Board as individuals. Individual Board members have no authority to instruct the Chief Executive or any member of his/her staff.
The second danger is that the Chief Executive (and staff) start making Board-level decisions. This manifests itself in a number of ways:
- the Board rubber stamping strategy proposals or a draft Corporate Plan put forward by the Chief Executive;
- the Board being unable to take a decision without the Chief Executive's recommendation; and/or
- the Board allowing the Chief Executive to dictate the agenda for Board meetings.
A good Board/staff relationship recognises that the roles of the Board and executives are quite separate: Boards govern; executives manage.
The Chair and Board Members
In the Boardroom, it is expected that individual Board members should contribute fully to Board deliberations and exercise a healthy challenge function. This expectation extends to Executive Directors (where, as is the case in many NHS bodies, they are Board members). However, it is important that no individual Board member (or Chair) dominates the debates or has an excessive influence on Board decision-making. The Chair has an important role to play in ensuring that all Board members have an opportunity to contribute to Board discussions.
Outside the Boardroom, the Chair should be a useful source of advice and guidance for Board members (in particular, less experienced Board members) on any aspect of their role, responsibilities and general conduct.
As a Board member, you should support the Chair in his/her efforts to conduct Board business in an efficient and effective manner. However, you should not hesitate to challenge the Chair if you believe that a decision is wrong - even illegal - or is in contravention of the Management Statement and Financial Memorandum or formal instruction from Ministers, or has been taken without a full and proper debate.
Key External Relationships
Relationships with Stakeholders
It is useful for the Board to review from time-to-time who its key stakeholders are. The term stakeholder has a number of different meanings but, in this context, it includes anyone with an interest in the work of your organisation.
Stakeholders may be grouped into categories such as:
- providers of finance;
- users of services;
- partner organisations;
- suppliers of goods and services;
- regulators and inspectors;
- employees; an
- the wider community.
The Board needs to consider the concerns and needs of all stakeholders and actively manage its relationships with them. Stakeholders - and the general public - should have access to full and accurate information on the decision-making processes and activities of each public body and have the opportunity to influence its decisions and actions.
Scottish Ministers expect all public bodies to communicate clearly with their stakeholders in plain language, make information widely available and consult thoroughly and imaginatively. Where practicable and appropriate, a Board should:
- hold Annual Open Meetings;
- hold all Board meetings in public, unless there is a good reason not to;
- release summary reports and/or minutes of meetings;
- invite evidence from members of the public in relation to matters of public concern;
- consult stakeholders and users on a wide range of issues;
- make the Annual Report and Accounts widely available; and
- ensure, where relevant, that Board information is included as a class in the organisations publication scheme.
Only relevant statutory bodies have a statutory requirement to report annually to the Scottish Parliament.