Board’s Role Is Up For Debate
Governance questions may not get more visceral – who makes the biggest decisions at a credit union?
The question is easy to ask, but for some, it can be bafflingly hard to answer.
“Where are the lines drawn? There is no black-white definition of responsibility,” said Michael Lozoff, chair of the credit union practice at law firm Shutts and Bowen in Miami.
There is considerable variation from institution to institution, Lozoff elaborated. However, two facts have changed the debate, he suggested. For one, over the past half a decade, there has been an uptick in interest in governance questions in general and specifically, in the ‘who’s in charge question,’ mainly as a result of prodding by the NCUA, Lozoff offered.
A related issue is that at least some of the present board versus CEO tension and confusions can be directly traced back to the NCUA, said Marvin Umholtz, a credit union consultant based Olympia, Wash.
“Post-financial system crisis, the regulators are exponentially expanding the range of actions for which they will hold credit union directors accountable,” Umholtz said. “It will be years before a proper equilibrium is reestablished. In the meantime, credit union boards will remain challenged to find these boundaries through trial and error.”
Another issue is, faced with more activist boards, “CEOS are increasingly pushing back against what they view as micro management by the board,” said Lozoff.
At some credit unions, the challenge now is redrawing boundaries that suit both the CEO and the board and in the process, satisfy the regulator.
At the $152 million Prospera Credit Union in Appleton, Wis., board member Tom Clifford can clearly identify the lines.
“My job is to help set overall direction for our CEO, then, I get out of her way. Day to day operations are the CEO’s job,” Clifford said. “Our job on the board is setting overall strategy. It’s the executive team’s job to figure out how to implement it.”
Lozoff, who regularly consults with credit unions on governance, agreed that one common rule of thumb for dividing duties is that the board determines what and the CEO decides how.
Perhaps another simpler, more directly personal way of parsing the matter is offered by Ed Speed, retiring CEO of the $1.8 billion Lake Jackson, Texas-based Texas Dow Employees Credit Union, who will assume a seat on the institution’s board in a few months.
“I have talked at length with my successor about exactly this question,” Speed said. “It comes down to this: both sides have to approach matters with humility and with respect. When there’s not mutual respect, the boundaries cannot be drawn.”
Speed added: “The senior staff has to understand the credit union is not theirs. And the board has to understand that they are not as good at running the credit union as their fulltime, paid staff.”
“The board,” Speed continued, “gets to decide what’s important and the CEO’s job is to listen with respect.”
Where that line of thinking may go awry, suggested industry consultant Tom Glatt, Jr., is when one board member consistently oversteps the bounds.
“I would say seven in every 10 credit unions have experience with a board member overstepping. It happens a lot,” Glatt said.
Sometimes, it’s simply that the board member did not know better, Glatt observed. Told he was recruited for the board because of his deep knowledge in marketing or IT or whatever, the board member believes the institution wants his input on a detailed, ongoing basis, even when that isn’t so.
Whose job is it to show that board member where the boundary in fact is? Speed, talking from his CEO chair, said from past experiences, he has privately approached the board chair and asked, “do you want to handle this or should I?”
Glatt agreed, although in most cases, it’s the board chair who should handle board personnel issues.
The best boards are ones with well-defined and thorough on-boarding trainings for new board members, Glatt said.Central to the instruction is pointing out where board duties start and stop.
“Teach board members how to be board members and that stops a lot of problems from happening,” said Glatt.