Governance is a tricky old beast. Voluntary organisations often struggle with it. Very few have really solid, robust governance structures. I often deliver governance workshops for boards. My observation is that, in the main, those boards that commission a governance workshop are the ones that need it least.
There are some particular problems in creating governance that need to be overcome. If the board is entirely non-paid, non-exec then much of the work will often be done by executives. This has an inbuilt conflict of interest as governance includes the checks and balances that ensure management are kept to task and within boundaries.
Often boards become dominated by members who have been “suggested” by the Chief Executive. This leaves the whole structure compromised and leads to insufficient strategic controls.
In recent years governance has tended to become more heavyweight and system driven (RAG ratings etc.) while not necessarily more effective. Staff spend many hours noting progress against sets of objectives; compliance measures are everywhere and yet these things give a very partial picture of what is actually going on.
My suggestion for designing and implementing good governance is to start with someone impartial (Hatch Ideas for example). Ask for a governance review but with a limited brief, part of which is to identify the self-serving elements of the current structure (there will be some). Next to work to redefine a sharp, proportionate governance structure that takes the minimum of executive time, that covers the activities of the organisation and, crucially, does things only once. This last one is really important. Very often committees carry out a piece of scrutiny, which is then rerun in a full board meeting.
Governance is really important but often gets pushed too far down the list of priorities because of a fear that it is “too difficult”. It doesn’t need to be.