Introduction

Governance orientations typically orient directors to two things: their duties as individuals and their responsibilities together as a board. Far less attention is given to coaching board members on how to ask questions from the governance perspective.¹

Yet board members are told that “asking questions” is one of their most important responsibilities. Directors are urged to scrutinize what is put before them, and ensure management plans reflect sound thinking. In a “noses in, fingers out” manner, directors question management and in dialogue with fellow directors, influence discussion. Importantly, questions avoid disasters and costly mistakes. “Where was the board?” is something a director never wants to hear about his or her organization. On the flipside, questions can explore opportunities and apply fresh thinking.

Yet individual directors often struggle with what questions to ask and how to phrase them. Their situation is not helped by the real-time nature of meetings. The execution of good governance is largely in the boardroom—not days later when directors wish they had pursued a nagging doubt or questioned a loose end. Many directors, and especially those new to the role, find it a challenge to shape an incisive question in the flow of a meeting, pose it effectively to management or other members of the board, and pursue it to an answer that suffices.

The good news is that, like any skill, becoming an adept questioner involves competencies that can be developed. Indeed, a director need not be a subject matter expert to pose astute governance-level questions.

There is a positive spread effect of one person initiating a productive inquiry. Other directors may join the exchange—or ask questions they might have been “sitting on.” With good questions and real dialogue, everyone's requirements for informed decision-making are better fulfilled. Questions can:

• Gather essential information.
• Clarify understanding regarding what is said/proposed.
• Shift or test perceptions, attitudes, and beliefs.
• Empower ownership and engagement.
• Find out what will work best.
• Generate change, improvement, solutions, opportunities, and innovation.

Why Questions (Really) Matter

We cannot solve our problems with the same thinking we used when we created them.

—Albert Einstein

This is a challenging era for governors. Board and management must grasp the organization's strategic context, identify what resources, processes, and conditions are vital for success short and long term, and decide when, where, and how to do things differently. The board is where the thinking needs to be validated, tested, and improved. Harvard professor Richard Chait observes: “Governance at its best enables the best thinking of management to intersect with the best thinking of the board.”² Directors' questions not only test the thinking; they spark new insights and help refine ideas.

Today's context is one of massive disruption causing pressure on traditional business models to transform and adapt. Klaus Schwab, founder and executive chairman of the World Economic Forum, describes in The Fourth Industrial Revolution³ how a range of new technologies are fusing the physical, digital, and biological worlds. Digitization and information technologies, innovations, and the convergence of learning from different fields, industries, and markets mean accelerating links and new capabilities affecting all economies, societies, and governments.

Whether they be for-profit, not-for-profit, or government, every organization must figure out how to adapt to, shape, and harness the potential of these developments and/or manage the fallout and impact. Governments and the not-for-profit sector, especially, face challenges and choices ahead to make sure that changes will provide opportunity for all, and not just the few.

There are few or no boards who can sit back and assume all is well in this environment. The last thing directors should be doing is “sleep-boarding.” In today's parlance, they need to be “woke.” Ron Heifetz and Martin Linksky, reflecting on leadership, observed that “to be effective, you must respond to what is happening … You have to maintain a diagnostic mindset on a changing reality.”⁴ Given the exponential rate of change underway, a board must engage productively with each other and management to drive organizational value and relevance. Questions are one tool to compel better thinking into “What is possible?”

What Dampens Questions?

Courage is rightly esteemed the first of human qualities because

it is the quality which guarantees all others.

—Winston Churchill

Asking questions can be daunting. Phyllis Yaffe was the first female CEO of a Canadian publicly traded broadcasting company and is a boardroom leader in Canada. She made the transition to board chair and lead director through various organizations, including Ryerson University, Cineplex, and Torstar Corp. Yaffe says this about both the challenge and value of asking questions:

That is the hardest thing on a board—asking questions. You come into a room, you don't know the other people, don't know the company as well as they do, and it takes a bit of nerve to start asking hard questions. And if you don't ask those hard questions, the train moves on. If you have more people with diverse backgrounds willing to ask hard questions, you will have a more effective board. And if you have a more effective board, you have a more effective company.⁵

Directors don't ask questions for these reasons among others:

• The fear of asking a “dumb question”
• Deference to others
• A board's low appetite for debate
• Not wanting to make others uncomfortable or to come across as doubting of someone's competence or veracity
• The seeming acceptance of everyone else of what was presented (especially if the group seems ready to move on or the item on the agenda has run its time allotted)

There are also powerful human drives at work which make boards “lawfully mediocre” as Harvard Professor Richard Chait puts it. Roger Martin in his book The Responsibility Virus⁶ points to these underlying values guiding action suggested by the late Chris Argyris:

• Be in control of one's environment.
• Win and do not lose.
• Suppress negative feelings.
• Be as rational as possible.

According to Argyris, defensive routines kick in, which people may be completely unaware. These cycle in the background when the CEO presents to the board and they also affect the directors. Roger Martin observes:

Take a situation in which a director feels queasy about the CEO's decision brought to the board for confirmation. Unless the director in question is the retired CEO (which sometimes happens although most CEOs try not to allow former CEO on the board), the CEO knows much more about the business than the queasy director. The queasy director fears, therefore, that he or she is more likely to lose, not win the subsequent argument. And the director knows that there will be an argument because the CEO is used to having everything ratified and won't like the queasy director's questioning. As that argument ensues, the situation may get out of control, which could make it impossible to stay rational. And, of course, all of the above would be highly embarrassing for all involved, but especially for the director who has spoken up…. So directors tend to keep their concerns to themselves and act as passive followers despite their formal authority and numerous seniority.⁷

A question in a board meeting can feel like choosing a path of skepticism, resistance, and contest in a public forum. To build confidence and nerve, directors—especially those new to the role—would benefit by three things: one, being reminded of the purpose of questions and what occasions them in the governance context; two, learning how to listen and for what, and three, understanding the principles that help directors frame questions effectively.

The Purpose of Questions

Management teams aren't good at asking questions. In business school, we train them to be good at giving answers.

—Clayton M. Christensen

The ultimate goal of questions and dialogue is to ensure that the collective brainpower, experience, and wisdom of the board is accessed so the best choices are made for the organization. Questions help the board, working with management, to:

• Improve the thinking by challenging assertions and assumptions.
• Probe the facts, cutting through “spin.”
• Identify complications that may need to be anticipated and overcomed, making plans more resilient, reducing risk.
• Create or amplify opportunities.
• Drive good stewardship of resources.
• Gain assurance that the best choices are being made or that something is taken care of.

Management is not all-knowing and all-seeing. Board directors offer new angles of vision. If independent, they are less invested. Their boundary-spanning position affords them a balcony view—close enough to be knowledgeable about the organization but having distance, too. The board may see things that management does not. Based on their diverse general knowledge, access to networks, and insights and information from other settings, directors may draw different inferences from the same information, frame challenges another way, or approach discussion from a fresh starting point. Together directors can help reconcile organizational values if these seem in conflict with one another, provide guidance on big-picture strategy, and make decisions when all choices have flaws and require trade-offs. A board, adding this kind of value in authentic dialogue, is more likely to be “invited” by management into real conversation about things that matter. In today's environment, without such leadership dialogue, an organization is impoverished.

In his classic book, Brain of the Firm,⁸ Stafford Beer sets out a curiously mechanistic/hydraulic view of organizational functioning. Certain of his concepts clarify the “why” (or purposes) of much of a director's questioning. According to Beer, at the highest level of the system, leaders must appreciate three aspects in order to drive future performance and viability:

• Actuality: “What are we managing to do now, with existing resources, under existing constraints?”
• Capability: “What could we be doing (still right now) with existing resources, under existing constraints, if we really worked at it?”
• Potentiality: “What ought we to be doing by developing our resources and removing constraints, although still operating within the bounds of what is already known to be feasible?”

Translating this into the board context, an effective director seeks to grasp the “state,” capability, and potential of an organization or company in order to make decisions. After all, the board task is to make decisions with management that manifest potential.

Questions also encourage and calibrate performance and help create appropriate stretch. Roger Martin in The Responsibility Virus speaks to the performance zone. The zone of peak performance exists when an actor assumes a slight over-responsibility for which he/she must become more capable. He states: “Constant challenge is the only way to maintain the consistent upward tug that comes with assuming responsibilities above our current capabilities. Without this beneficial tug, growth stops and atrophy sets in.”⁹ Through good questions, the definition of success can be clarified and agreed, and the bar set in the appropriate place.

When to Ask Questions

It is better to debate a question without settling it than to settle a question without debating it.

—Joseph Joubert

It is easier to collect one's thoughts in reviewing a written report or data before a meeting. In the boardroom flow it is more difficult. Yet, it is the job of the director to attend closely to what is being said, identify its assertions and implications, and act when a question should be asked. Questions are essential to ensure mistakes are being avoided, plans are sound, and potential is being optimally realized. Former Melbourne lawyer, now board and executive coach and consultant, Christo Norden-Powers explains:

With the right questions you can elicit the necessary information, verify it, challenge it and improve on it by drawing on their knowledge, as well as adding in your own knowledge. If they can't provide the required information, then you'll know that there may be a risk in relying on their assertions unless you can obtain the information from another source.¹⁰

There is a natural human tendency of management (or any person presenting, including other directors), consciously or unconsciously, to put their best foot forward. There may be issues glossed over, assumptions made, pieces missing, things overstated, a bias in conclusions, and so on. Whether reviewing written material or attending in the boardroom, the director will want to follow the logic, weigh the facts, identify interdependencies, understand impacts, and more.

Pursuing this “through line,” an astute director will want to verify, clarify, or challenge the following situations:

• The use of fuzzy, overly general or vague language, including use of absolutes (certain, won't, essential, can't, should, have to) and universals which are no-exception words (always, never, everybody, all, only, etc.).
• Assertions without proof, reliance on anecdotal information, and data which may not have the degree of validity that is implied. Be especially wary of the “tyranny of the anecdote,” a singular incident that shapes opinion and distorts facts.
• Appearance of all aspects of strategy, process, or solution being “under control” without any risks of shortcomings identified.
• When critical information is missing or information seems to be distorted.
• When there is obvious opinion or bias affecting perceptions.
• Others seeming to avoid responsibility or agency.¹¹

Norden-Powers speaks to the state of awareness a director needs to maintain:

the mind quiet, still, clear and yet highly aware … a state of awareness that enables you to notice that something may not be right—similar to an inquisitive state, partly engaged, partly detached, observing without prejudgment or cognitive bias. In practical terms a director or executive must be able to hold that state while simultaneously absorbing and processing the content of the presentation, and other distractions such as comments by colleagues.¹²

“In the moment” triggers are important but they are usually in the context of broader board responsibilities. In my view, there are three domains that activate a director's concern—and perhaps one other:

1. When Exercising Diligence and the Standard of Care

   The board is “where the buck stops,” to quote Harry Truman. Directors must not blindly accept and approve what is put before them but ask questions. We know from court judgments that the duty of diligence is not about the “right” business decision but the actual process of reaching a decision. Individually and collectively, directors must ensure not only that the board is well-informed but that questions have been asked and issues explored, making it clear in documentation that decisions were the result of due deliberation by the board.

   In addition, the director must always ensure that the organization is behaving in an ethical manner.

2. When Overseeing Strategy and Performance

   Boards especially “own” ensuring organizational integrity and follow through on what the organization set out to do. The board is the guarantor of best efforts to achieve real results with limited resources. A passive board invites slow or inadequate responses to threats, increased risk, performance failure, lost opportunities, and either lazy, overconfident management or high-performers feeling their efforts are unappreciated.

   Consider the chart in Exhibit 12.1, which identifies the transitions ideas must pass through to manifest results in the real world.¹³

   Governance questions are appropriate at the outset when considering a strategy or project, while things are in progress, and upon completion. Questions typically arise regarding:

   • The intent and definition of the situation, problem, or opportunity
   • What has been promised to stakeholders
   • The alignment and robustness of plans (including management of risk)
   • The intended impact and actual results
   • Use of resources
   • Attention to quality and standards
   • Impact on reputation and brand, and stakeholder relationships.

   Scorecards are a very useful tool. Scorecards provide the board objective data regarding progress on a strategy and/or key indicators. While questions usually boil down to “So, what?” and “Now, what?” there may be these more specifically:

   • Are we on track, and if not, do we know why not?
   • Are our targets appropriate (challenging but not unattainable)?
   • What do our scores/rankings suggest we need to do?
   • What is the improvement strategy (obtaining correction plans from management)?

     INTENT Purpose and values: What the organization claims it stands for and pursues and intent forward

     PLANS Strategy: What the organization plans

     ACTION Actions— actual: What actually happened

     IMPACT Actual value created: What difference was made and to whom

     ROI Wise use of $ and people: Whether resources were used wisely

     STANDARDS Compliance and quality: Whether the effort met standards set by others or internally

     REPUTATION Reputation: How others judge what the organization did

   • What priority for leadership does or will this have?

     Sometimes the board will question more broadly:

   • Do we have the right strategy to move these markers?
   • Are we measuring the right things?

   The presentation of the scorecard and subsequent discussion helps leadership commit to making measurable improvement. The board establishes accountability, or it should—although this is not always the case. Boards can be remarkably flat-footed and complacent when it comes to reviewing scorecards. Consider this 2008 report of Graham Scott, investigator, into issues at that time related to the management and governance of Kingston General Hospital (KGH), long since addressed of course:

   The Board has not been sufficiently challenging to Senior Management in its oversight of performance within KGH. The Board has been too ready to accept Senior Managements' assurances of having maximized efficiencies, which they had not substantiated and there has been a recurring pattern of acceptance of management explanations for sub-standard performance in relation to sick time and staff morale without sufficient challenge to management to identify solutions to these problems.… Going forward it will be essential for the Board to not only ask questions of management but also hold management accountable for specific plans to address performance variances with clear timelines and deliverables.¹⁴

   Questions to scorecards are essential. We all do better with an appropriate push.

3. When Facing Critical and Strategic Issues

   These are challenging times. Impactful issues and consequential choices face organizations and merit dialogue by the board.

   A director must step up to engage on these matters. In my consulting practice, CEOs often tell me that their boards ask too few good questions on the important things (and, on matters that are less important, they micromanage). Red flags that should trigger director questions include:

   • Issues that will likely confront the organization in a fundamental way in 2–3 years if not immediately.
   • When fundamental changes need to be made because the organization is at a crisis point.
   • The probable consequences of not addressing the issue are major, long term, and disruptive.
   • There is considerable uncertainty and the best approach is not apparent.
   • An issue is dynamite—very sensitive or charged relative to community, social, political, and cultural considerations.
   • Innovation or action proposed will widely up-end customer and key relationships, primary activities, cost structures, and revenue streams (“big bets”).
   • There is major financial risk involved.¹⁵

   There is arguably a fourth lens, a most contemporary one. It could be nested in the dimensions above, but in today's changing environment, directors must adopt an “always-on” watchfulness:

4. When Scanning Externalities

   Externalities are stakeholder perceptions and expectations, and economic, political, technological, environmental developments. Directors will want to be conversant with the changing fates and fortunes, wants and needs of customers/clients, shareholders, stakeholders, suppliers, partners, regulators, and policymakers. In some sectors, directors will want to be mindful of the natural environment and issues such as climate change, energy conservation, and pollution. Other sectors will be mindful of the impact of the reconciliation journey with Indigenous peoples, diversity, changes in health-care policy, and geopolitical shifts. Artificial intelligence, the Internet of Things, 3D printing, and myriad accelerating developments may be on the radar for others. Just because these externalities are not highlighted in regular board business, in today's environment, it is not only management's job to raise them. In a “standing watch” on a range of trends, directors can question these considerations proactively and help anticipate their impact on organizational affairs, asking themselves and management:

   • What do we need to pay attention to in recent developments?
   • How are XX issues likely to affect us in the foreseeable future?
   • What is happening with other organizations or companies that might affect us or be opportunities for us?

How to Ask Questions

A prudent question is one-half of wisdom.

—Francis Bacon

Consider in a board meeting the different topics that may come before the board: business strategy, a merger, customer/client satisfaction, executive pay, organizational vitality, or business models. The board process at any moment may be learning, clarifying, problem-solving, prioritizing, consensus-building, or decision-making.

Questions are interventions. They shift the awareness of fellow directors and executives and the direction of discussion. If unfocused, questions can distract, annoy, and take up valuable time. They can have an affective impact—increasing or decreasing comfort with an item on the agenda. Therefore, a director owes it to his/her colleagues and executive management to be thoughtful about three things:

1. The purpose of the item and the stage of decision-making (the process around the item)
2. Human dynamics
3. What can realistically be answered and with what degree of confidence

So mindful of those things, the effective director is:

• Prepared and clear regarding what he or she is asking
• Poised and comfortable with taking the time
• Able to express any concern with moderation so as to not generate unnecessary worry on the part of others
• Willing to “stay with” a conversation once initiated (not bailing too soon) in order to close off properly

The following guidelines will help increase the effectiveness of a director's questions in the boardroom:

1. Respect Process and Pace Questions

   Good directors are mindful of the time available for an item, their fellow directors, and the right moment to intervene or purse an interest. Usually, they allow information to be presented, prioritize their questions, and know when to shorten up and how. Although a director may wish to unpack an issue with a series of questions, it is best to ask them one at a time. Too many questions at once can confuse everyone. The practice also allows “cherry-picking” such that the most difficult question is avoided as easier ones are picked off and detailed. Such a paced approach may call upon patience of the board but, when done well, is a service to all.

   Remember, too, that some questions are to gain simple information, some solicit opinion, and some call for analysis and higher thinking, even creativity. Each of these questions asks more of management—or colleagues. It is best to keep these types of questions separate in questioning and when asking for higher levels of cognition, to encourage such opinion or speculation overtly, as in “So, let me ask you for your opinion on this…” or “Maybe I could ask you to blue-sky here for a minute. …” No one is confused regarding the status of the answer as fact or a commitment.

   If the director still does not have all the answers needed for decision-making, then that fact can be shared and negotiated through the chair with the rest of the board. It is important to do this respectfully. A director having already asked questions and unhappy at this stage may be seen as recalcitrant or disruptive. Nonetheless, let director duties guide him or her. Good boards take the extra time to ask what needs to be asked.

2. Be Neutral and Maintain Rapport

   The best questioners are cool-headed, respectful; their tone is conversational. The facial expression is calm. Effective directors lead in and out of a question and give it context so everyone understands that the question has good intent and is not meant to catch anyone out. In fact, good directors ask questions in the way they themselves would like to be asked. They connect to the flow in the lead-in, and may use segues such as “That is interesting regarding XX, but I am curious about…” Directors may usefully contextualize the question in personal terms without conveying judgment or angst, as in “I am confused and perhaps you can help me…” or “I am curious…” or “I'm not sure I understand. Can you explain…?” Tone is important. The boardroom should not be a “gotcha” environment. There is no need to be aggressive or intimidate. Wise directors will avoid adding criticism or their own opinion to questions. If there is extra freight, others will shift their attention to the director's attitude regarding the issue instead of the issue itself. This not only distracts; the reply may begin where the assumption or criticism left off—as though that needs to be dealt with first. Along the same vein, leading questions should be avoided as they invite preconceptions to be confirmed or information to be filtered.

   Directors should be mindful of the use of the word you. That word can set people on the defensive. Unless the director wants to drive home a point of personal accountability, the use of we to indicate the action of the organization/company better maintains the relationship. Similarly stick to what questions instead of why. Ask “What were we (“you”) hoping for here?” Or “What was the reasoning behind that decision?” Less threatening approaches increase information and candor.

   While still being “hard on the issues,” the goal is understanding and a wise outcome. The psychological stance is side-by-side focused on the issue. If the other person needs time, or must retrieve additional information to satisfy the query, effective directors will propose a break or be open to coming back to it later in the agenda. If things get overly tense or uncomfortable, gentle humor can be deployed.

3. Be Solution-Minded and Empowering

   Avoid problem-oriented blaming interrogations such as “Whose fault was it?” or “Why did things go wrong?” Unless the board is looking backward in a forensic manner, its preoccupation should be effective management of events forward and the sustainability of solutions.

   Positive questions lead to better outcomes. When a situation seems intractable, a well-placed question can reveal new solutions or get things moving forward—prompts such as “What is the outcome that we need to focus on now?,” “What possibilities are we not thinking of because it would be new for us?,” “How else can we think about this to make it a win/win?” and so on. Even a basic unassuming question such as “What should be our goals in this?” can break a logjam.

   Questions build ownership and accountability. Although a director can make a point or recommendation based on his or her experience and wisdom, he/she may pull back and frame it as a question instead. This technique better leads others into a solution that they will feel more committed to than if the director suggested it directly. This is consistent with the principle that directors must refrain from slipping into what is properly management's role.

4. Sharpen Focus

   Too often directors ask sloppy questions (“ready, fire, aim”) and get longwinded historical stories in reply. It can be a waste of everyone's time. Since the terms of the question will be the basis of the response, a well-phrased question zeros in on the issue and contributes to the purpose of the agenda item. Directors need to be thoughtful about how they construct their questions. An example may help here:

   Regarding a project that went offside, a director is concerned and wants to know what happened. The single question “What happened?” may yield a long story that may or may not be relevant. Sadly once management is in explanation, the director realizes that it is not what she should have asked. She actually wanted to know whether the organization learned from the issues in the project, and if management has put steps in place to prevent reoccurrence. So she could ask, “What did we learn from the project and what steps are being put in place to make sure it does not happen again?” That is a better question and is more forward looking. Management might provide satisfying detail. It could, however, be shortened up to be simply an assurance question. The director could ask, “How confident are you that the organization has learned all it could from this incident and that we have put in place the steps necessary to prevent a similar occurrence?” Or, similarly: “Would I be correct in saying the organization has learned all it could from this and steps and policies are in place to make sure that this does not happen again?” A short declarative answer is now called for regarding management's felt accountability for deriving lessons from the incident and applying them forward.

Getting Answers

At a workshop several years ago, after presenting on the value of questions and leading participants through an exercise to shape better ones, someone said: “Questions are important but so is listening to the answers!” We all laughed with the truth of that.

First, questions ought to be answered even if the answer is “I don't know.” Patience may be required—letting the other person have think-time. The individual may have prepared well to that point, but does not have a ready answer to the specific question. Sometimes the person may not understand the question and it needs to be repeated or rephrased.

If the answer is forthcoming, then the person is thanked and the meeting carries on, unless there are follow-ups.

Assuming the question was worthwhile, in the event that an individual does not provide a satisfactory answer—intentionally or unintentionally, it is important to not back off too soon. Some suggestions on how to respond follow:

• When a question is evaded or another question is answered and not the one asked: Repeat the original question and emphasize any words that are key for focus. If the question was not clear in the first place, be precise in the second ask.
• When the answer is fuzzy: This is when global nonspecific abstract words are used in the reply. The effect is seeming to answer the question but it is too vague and general for one to be sure. Christo Norden-Powers likens it to “flying over a territory and not being able to see the details.” In this case, contract the focus by asking “What specifically do you mean by…” or “What specific data or results or circumstances lead you to say that?”
• When there is sugarcoating of a problem or an issue: Seek evidence, validation of assessment, and candor. “What were/are the actual facts/results?” Or test judgment as in “Is that (positive spin) the only interpretation we might have of the facts of this event/project?” A more jugular question is “What does the board need to know about this which we haven't discussed yet?”
• When there seems to be information missing: Probe further. This kind of question can be asked: “I sense there might be more pieces to the puzzle here—is there any key information that is missing?”
• When the answer is overly longwinded and/or irrelevant: Interrupting the speaker may be necessary. One effective method is to adopt an apologetic air, raise one's palm (the “stop” gesture), smile, and say “Thank you, but let me hold you there. I was unclear … let me better focus my question.” Ask a more refined question right away.
• When there is stonewalling: Stonewalling is a refusal to answer or cooperate. In these situations, the atmosphere in the boardroom may suddenly be highly charged. Pushing at this stage may be counterproductive, causing escalation and stress. A director may best turn to the chair to ask him/her if the matter might be addressed later in the meeting or at a future time to allow the individual who is uncooperative to prepare to respond. There may be significant information learned in the meantime.
• The director is pushed away because it is considered a management matter (and the director disagrees): Legions of directors have been pushed back by management—sometimes appropriately and sometimes inappropriately. In this situation, directors will consider whether this is indeed a management matter as it is easy to fall into what is in management's purview. He/she will be mindful of the chair who is responsible to keep conversations in the governance arena. Assuming his or her concurrence, the director should illuminate the value or governance principle of concern (e.g., long-term repercussions, risks, stakeholder impacts, strategic alignment) before repeating the question or diving into specifics. A responsible director must consider if this matter unraveled downstream, what standard others would have expected of directors, and be so guided.

Conclusion

Questions and answers are not the only thing happening in the boardroom. In a high-functioning board, the dialogue is a rich, holistic, and nuanced interplay of information, analysis, opinions, questions, perspectives, and decision-making. That said, questions are potent. A director's ability to ask good questions is an asset to the entire board. Questions inform decision-making, direct and redirect attention, and sometimes provoke fresh thinking and adaptive responses. Posed with the right intent, they empower management and drive improvements, even transformation.

When the board asks the right questions in the right way, a constructive learning culture is possible for the whole organization. A board that is known for good questions and meaningful dialogue seeds resilience and a focus on what's important. When the best, most effective outcomes are sought by directors without intimidation, management can be candid about the real challenges. That approach and openness can weave into the fabric of the organization. Increased accountability, better thinking, information, and strategy may more likely come back to the board as a result.

Finally, on a personal basis, when directors know what kinds of questions to ask and how to ask them, they can demonstrate courage in the boardroom, adding value by their contributions and presence.

About the Author

Lyn McDonell, FCMC, C.Dir., is president of The Accountability Group Inc., a firm that provides consulting services in governance and strategy and customized group facilitation on special issues. Lyn earned her Masters of Arts (MA) in sociology focusing on the development of organizations through lifecycle stages. She is a Fellow Certified Management Consultant (FCMC) and Chartered Director (C.Dir.). Prior to founding The Accountability Group, Lyn led provincial and national not-for-profit organizations serving in executive director, COO, and CEO roles.

Lyn spent over eight years on a hospital board, and, as vice-chair and chair of the quality committee, developed expertise in the board's role in overseeing quality and performance. From 2007 to 2017, Lyn was a member of the Not-for-Profit Organizations Committee of CPA Canada (a committee that contributes advice to CPA's publications on not-for-profit organizational governance), and was its chair for the last four years of that period. Lyn is past-president of the Institute of Certified Management Consultants of Ontario. She is a course leader teaching Accountability Issues in the Public Sector as part of the Masters of Financial Accountability Program at York University in Toronto, Canada.

Lyn is a frequent and sought-after presenter on various governance topics and is known for her accessible, engaging style. Her special interest is helping directors to gain the courage, perspective, and skills necessary to “future-ready” their organizations.

References

1. Chait, Richard P., Ryan, William P., and Taylor, Barbara E., Governance as Leadership: Reframing the Work of Non-profit Boards (New Jersey: BoardSource Inc., John Wiley & Sons, Inc., 2005).
2. Fisher, Roger, and Ury, William L., Getting to Yes: Negotiating Agreement Without Giving In (New York: Penguin Books, 1991).
3. Norden-Powers, Christo, Powerful Questions that Highly Effective Business Leaders Ask (Spandah Pty Ltd., 2010).
4. Snow, Roberta M., and Phillips, Paul H., Making Critical Decisions: A Practical Guide for Nonprofit Organizations, 1st ed. (Jossey-Bass, 2007).