The relationship between CEO and the board. An interview with Vanni Treves CBE

As trust boards look to improve and ensure the highest standards of governance, it is important that they look outwards – beyond education and to other sectors – for their learning and for insight. Both the corporate world and other parts of the public sector provide many lessons for our governors, and one person well placed to share some of these is ‘serial Chairman’ Vanni Treves CBE. Here, Michael Pain and Vanni Treves discuss some of those lessons and how they apply to the governance of academy trusts.

Vanni Treves is no stranger to education, not least having successfully served as Chair of the National College for School Leadership for nearly a decade between 2004 and 2013. And, whilst his experience is largely drawn from beyond the schools’ system in organisations such as Channel 4 and Equitable Life amongst others, he has long been a participant in the important dynamic that exists in so many organisations between the Chair of the board and its executive leader.

“There are many parallels,” says Vanni, “the first one being that the quality of your governing board has an enormous bearing on the life and work – and therefore – success of the organisation. At the heart of this is the enormously important relationship between the Chair and the executive leader. Every organisation’s success rests on it, and it is something that must be given the investment of time, thought and effort that it deserves.” Indeed, in education, there is a clear expectation that all school leaders should be able to demonstrate the skills and understanding needed to develop effective relationships with the governing board – and first and foremost, the Chair.

“The first thing to be very clear on” says Vanni, “is that it is the Board that has responsibility for setting the vision and direction for the organisation.” It is interesting that Vanni says this, because in education, we all too often hear head teachers and – increasingly – MAT CEOs speak of ‘my vision’, but this is a misnomer; the vision must be set by the Board (with support and involvement from the headteacher and leadership team) – it must be ‘our vision’. Vanni agrees that this understanding is at the foundation of a successful relationship between Board and executive: “The executive should understand what his/her Board is there to do and wants to do and the ways in which it wants to do it, and then make it happen – all of course within the bounds of what is possible!” With such a fundamentally important task, we can see why it is so important that our schools recruit and retain experienced and skilled governors and trustees who have the right values and commitment for making a difference. Setting any organisation’s vision and priorities is a major and influential undertaking to say the least.

“The executive should understand what his/her Board is there to do and wants to do and the ways in which it wants to do it, and then make it happen – all of course within the bounds of what is possible!”

However, the parallels do not end there. In the corporate world, as in the education world, the Board has three or four major responsibilities – all of which must be understood and got right for the relationship to work. “The Board are there for to do a number of things” says Vanni. “They are there to set major priorities for the organisation; they are there to hold the executive leader to account; they are there to monitor and seek improvement of outcomes and ensure financial efficiency and compliance; and they have an important role in establishing an effective committee structure.” Indeed, Vanni’s description closely resembles the core functions of governors of schools, which the current Department for Education governance handbook described as follows:

  • Ensuring clarity of vision, ethos and strategic direction;
  • Holding executive leaders to account for the educational performance of the organisation and its pupils, and the performance management of staff; and
  • Overseeing the financial performance of the organisation and making sure its money is well spent.

( )

Indeed, we would add – like Vanni – further aspects, including ensuring that governance is well structured and efficiently run, and also that it is self-improving. Indeed, this is very much reflected in the governance handbook which places a key emphasis on getting the right people, structures and self-evaluation in place. For governing bodies this means that self and external review and talent audits are undertaken where necessary (see Forum Strategy’s offer here). Compliance is also crucially important. This, of course, applies to governing bodies, but also – quite significantly – to trustees running multi-academy trusts, who must fulfil their duties under charity and company law and best practice, as well as in their funding agreement to the Secretary of State.

So what does an effective relationship between board and executive look like in practice? “Clear and shared expectations are the starting point” says Vanni. “Setting the priorities takes time. It requires clarity of thought and reflection on the part of the governing board, so that means creating the right conditions for this. I would recommend that governing boards spend at least one session a year away from their normal meeting environment to revisit and reflect on the vision and priorities and to make sure that they are as relevant and as purposeful as possible. Boards should find the space to consider the wider context including the opportunities and challenges that their organisations face, as well as looking at key trends, data, intelligence and how all of this impacts on their core purpose – perhaps with some external input or provocation. That way they will be better equipped to provide clear direction in response. That’s especially crucial in an ever-changing education sector. Where this is done well and the direction is clearly communicated, it is much easier for the executive to know exactly which course they should be following and what the board expects them to deliver.”

Alongside this, accountability is fundamental. “It is the Board’s responsibility to hold the executive, and through him/her, other leaders to account – make sure they are doing the job as well as the Board wishes them to do it and support them to get better if they are not doing the job as well as they should be.” Vanni’s view is that boards, whilst not ‘meddling’ or involving themselves in the operations of the organisation, should have a close eye on progress and be willing to provide the necessary support or challenge to leaders. “Most leaders will need to reflect on their work and the progress they are making, and the Board should give them the space to reflect and to articulate what should happen next.”

“Being a CEO or executive leader can be a lonely business and it is the job of the Board to help the CEO do as good a job as they can.”

High standard of appraisal is an important element of providing a careful blend of support and challenge to the executive leader. “Being a CEO or executive leader can be a lonely business and it is the job of the Board to help the CEO do as good a job as they can. A well done appraisal that ties into the organisational vision and priorities, and that sufficiently ‘stretches’ the executive whilst also putting in place the necessary professional development and support alongside it, is a really crucial means of keeping the leader and organisation on track. Boards can also ensure that the executive leader is receiving mentoring, as well as constructive feedback and challenge through 360 degree reviews – helping them to be more reflective on how their leadership is contributing to the organisation’s culture and progress.”

Vanni also describes some fundamentals that he feels must be got right in terms of the relationship between the board and the executive, if it is going to work efficiently and add real value to the organisation.

“It’s particularly important that there are clear demarcation lines between the Chair and the executive’ says Vanni. “In many cases it can be impossible to prescribe or determine this formally for all cases because it is impossible to anticipate every situation and circumstance. However, it is important that executives and the Board maintain communication so that there is no ‘stepping on toes’.” Again, some of this depends on high quality induction – for both the Chair and executives – so that there is a clear understanding of the separation of roles and responsibilities from the outset.

Formal communication lines – in particular, board papers – are also vitally important to the functioning of the Board and the success of the relationship between it and the executive. Vanni is clear that these should be put together by the executive, with a summary of the key contents of all the board papers forming a document at the front. “The executive’s report is the most important document – it should readily highlight key issues of concern to the executive, in a ‘what’s good’, ‘what’s bad’ and ‘what I’m working on’ format, so that this is clear and upfront.” Vanni believes that a lot of trouble should be taken with the composition of board papers, so that the Chair and trustees can properly discharge their responsibilities, knowing they have the information they need in a clear format. Informal communication lines are also important, and should be encouraged, but the executive should always keep the Chair informed of his / her dealings with other board members / governors.

The fundamentals certainly reflect the expectations of school leaders. The National Governance Association’s extremely useful document ‘what should be expected’ highlights many of these issues from a governing body / Headteacher perspective. Among the expectations that governing boards should have of the executive leader, are its recommendations that schools leaders demonstrate an understanding of governance, including acknowledging the role of the school or trust’s accountable body; and devote reasonable time to ensuring that professional relationships are established with governors and trustees.

“The last thing a Board wants is to be reactive because it hasn’t received the necessary information early enough.”

I ask Vanni what he considers to be the most frequent causes of trouble between a board and its executive. “Surprises. It is important that any concerns or risks should be communicated as soon as possible. The last thing a Board wants is to be reactive because it hasn’t received the necessary information early enough. It undermines the good governance of the organisation and, of course, the relationship between the board and the executive leader.” Other frequently cited issues range from disagreements on strategy – where the Board and the executive don’t agree on the overall strategy for the organisation – through to poor Board/Chairman/executive chemistry – if these relationships are not sound, it will be obvious to other members of the Board and other staff so action will need to be taken by those concerned to resolve any issues. If they can’t be resolved then either the executive or the Chair could be asked to leave, and Vanni suggested it would almost always be the executive that stays, if they are strong, performing well and have the support of the wider Board. Likewise, a weak Board can be a major source of problems – it is very demotivating for the executive leader if Board members lack commitment, don’t attend meetings, haven’t read the papers and don’t collaborate. Vanni said he couldn’t emphasise enough the importance of taking the time to ensure schools and trusts recruit the best Boards possible for their organisations.

Vanni ends with this, “where you see successful organisations, you will almost always see a strong relationship between the Chair and Executive that is defined by the necessary investment of time, effort and good quality of communication. The Board and the executive have a responsibility to one another, and respecting that and acting upon it is essential to everyone’s success. In schools it is – ultimately – the children and young people who will benefit, and that is why everyone, not least governing board members turns up to do the job they do. That’s extremely rewarding.”


Vanni Treves is a lawyer by training, having served as a partner at MacFarlanes for over 30 years, for 12 of them as Senior Partner. He was formerly Chair of Channel 4, Equitable Life, London Business School and the National College for School Leadership (NCSL) amongst many other organisations. He is currently non-executive Chairman of Korn Ferry. Vanni has been Chair of a preparatory school in London and is an honorary fellow of London Business School, where he lectures on corporate governance. He was awarded a CBE in the 2011 New Years Honours list for services to education.


Related Posts

Need Help?

Get In Touch

Follow Us