The Director’s Handbook: The Essential Governance Tool Every Board Member Needs

Board Director development is one of the most important governing oversight responsibilities for many organizations. As a first time Board Director, or even seasoned Board Directors), it is imperative to understand your governance role, responsibilities, and the structure within your organization. You have been entrusted to govern and help direct the future of the organization, starting immediately from the time of your election to the board.

It’s unfortunate that most directors who are just beginning their board journey often do not have any type of resource material to get started with as a reference. The Director’s Handbook is an important resource that provides all new board directors with all kinds of information about the organization, its governance structure, expectations, policies, and more.

I can’t tell you the number of times I’ve provided governance workshops to organizations where board members have come up to me and said that they’ve never seen an orientation document, a director’s manual, or handbook. They feel like they are flying by the seat of their pants.

The Tool Every Board Member Needs: The Director’s Handbook

The Director’s Handbook is an important resource for any board director. It is a blueprint that contains key information that all directors need to know to be effective and engaged from day one. It will guide all board directors in good governance practices to ensure continuity and effectiveness. Every director on your board should receive your organization’s handbook immediately upon election to the board and be encouraged to review it prior to the beginning of their term and throughout their directorship.

The board is responsible for putting the Director’s Handbook together. Usually this will be tasked to the Governance and Ethics Committee. If your board doesn’t have an Ethics Committee, this responsibility will fall to the Executive Director. The handbook is reviewed on an annual basis.

What’s in the Director’s Handbook?

First, there needs to be some information about the board itself. I regularly encounter board members  who tell me that they really don’t know much about the organization that they are part of. So having a little bit of history, along with your organization’s purpose, vision and mission is a good place to start.

The next thing to be included in your handbook are the key responsive entities. It’s important that board members know what their responsibilities are. This could be a documented job description, just like any employee. A best practice would be to also incorporate the job description into a governing policy. This document should include a list of responsibilities of the board member, the responsibilities of the board as a collective, its committees, and even the responsibilities of the Executive Director.

Not EVERY policy needs to be in the handbook, however. Your organization may have upwards of thirty or more policies. For this you would create a separate policy manual. The goal for the Director’s Handbook is to include only the key most important policies that can be referred to when necessary in board meetings. This would include policies surrounding meeting conduct, conflicts of interest, major responsibilities, etc. 

You may also want to include a briefing about the board relationship with staff and the chain of command. It’s important to understand that the board has only one employee – the Executive Director. Anything that needs to happen must go through them and they have the responsibility to deal with it.

Another important piece that should always be put in your handbook is your process on governance training – whether that’s a policy for training or even including a training record for each individual director. With a training policy you would know what the budgeting amount is, and what types of training are necessary so that board members can grow their governance knowledge throughout their directorship.

The final item that should be included in your Director’s Handbook is an administrative index. This would include the organization chart, a contact list for current and former board directors, a list of who is on each committee, etc. The contact list should include phone numbers, email addresses, and even mailing addresses, along with how long they’ve been on the board. The administrative section can also include a list of predetermined committee meetings, the annual general meeting and other gatherings that the board director is expected to attend. This helps them clear their schedule around any potential conflicts well in advance.

Make Your Handbook Accessible

Some organizations prefer to hand out physical copies of the handbook to board members, perhaps as a binder. Others may simply post the handbook online. Either way this document should be easily accessible to all board members. It can be updated by either the Executive Director or the Corporate Secretary.

Your board is ultimately responsible for providing governance oversight to the organization, and you need governing policies in place to provide the board with a direction to do so. Your Director’s Handbook is intended to be a reference for your most internally asked questions. It saves so much time and many headaches when there’s a question at a meeting for example, and you can quickly refer to your handbook or policy manual. Board Directors are busy people and they need to be able to manage their time as effectively as possible.

If you need help getting your board started with your own Director’s Handbook, D2 can help facilitate that process by contacting darrell@d2sup.com. You can also get started by downloading The Boardroom Blueprint – an excellent starter template with sample policies already included.

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