Representative vs enterprise governance: why directors are not delegates
Practical insights for boards with complex nomination or appointment models
Boards with complex nominations or appointments processes—including directors appointed by interest-holder groups, government, or professional bodies—often struggle with the concept of representative versus enterprise governance.
It’s common for directors to arrive at the table believing they’re there to “speak for,” or represent, the views of their “constituents”—the group who elected or appointed them. And often the electors and appointers feel the same way! But in fact, each board member has a duty to engage in enterprise-level governance: their duty is to the whole organization, not one segment of interest holders.
I’ve seen this tension show up in organizations as varied as multi-tier co-operatives, professional associations, not for profits, regulatory bodies, and post-secondary institutions. The result can be a board made up of “delegates” rather than directors. It’s a dynamic that creates confusion, misalignment, and gridlock. The tension is common and predictable—and it’s also solvable, if it’s named and explained.
The way for board directors to bridge this divide is for them to bring their lived experience (whether that’s their group, profession, community, or region) to bear on the decisions that impact the organization as a whole. The goal isn’t to strip away a director’s lived experience or identity. It’s to channel that experience into informed enterprise-level insights and questions.
Your directors might be stuck in representative mode if:
directors speak on behalf of “their group”
board discussions or decisions feel politicized or territorial
electing or appointing groups expect advocacy at the board table from “their” directors.
Boards can ask themselves:
do we all understand (and agree!) that we are engaged in enterprise-level governance?
how can we leverage the unique insights each director brings to the table?
Some practices that can help shift identity from delegate to director (from easier to harder):
providing clear information during the nominations process—for both potential directors and electors/ appointers
offering a solid orientation and onboarding process that sets the expectations of duty to the enterprise
conducting a board evaluation that surfaces any tensions around identity and duty, and provides clear and actionable course corrections
building and cultivating an inclusive board culture that welcomes director insights informed by lived experience.
If this tension is live on your board, or you’d like to explore it further, I’m always happy to be a thought partner. You can reach me at shona@mcglashan.ca.
Shona McGlashan is a Fellow of the Chartered Governance Institute. As principal at McGlashan Consulting, she advises organizations, boards, and leadership teams on corporate governance, EDI, and workplace wellness. She lives and works on the the xʷməθkwəy̓əm (Musqueam), Skwxwú 7mesh (Squamish), and Səl ̓ ı́ lwətaʔ/Selilwitulh (Tsleil-Waututh) Nations.