The Chief Governance Officer learns troubling information about the new CEO’s former agency.
The agency says its financial condition was far worse than people knew. It asks the CGO to keep quiet because publicity could harm fundraising.
Should the CGO withhold the information from the board?
Carver and Charney ask the question in rehearsal 5.9.[1]
The answer is no if the information is material to the board’s responsibilities.
The CGO does not own the board’s right to know. A promise made to an outside party cannot silently remove evidence the board may need to supervise its CEO, evaluate risk, or protect the organization.
That does not justify spreading an unverified accusation.
I would separate four questions.
What exactly is alleged?
What evidence supports it?
How is it relevant to the present CEO and organization?
What legal or confidentiality duties govern disclosure?
The CGO should consult authorized counsel when the information involves employment, defamation, privacy, privilege, or contractual restrictions. The aim is to disclose responsibly to the board, not to publicize recklessly.
Govern for Impact’s Source Document treats the CGO as the board’s leader and servant, not as a substitute for the board’s judgment.[2] The officer helps the board receive what it needs and conduct its work.
I would tell the source, when possible:
“I cannot promise to withhold information that may be material to my board. I will limit disclosure to the proper process and seek advice about how it should be handled.”
Then preserve the evidence and arrange an appropriate board session. Provide facts, sources, known limits, and the relevance question. Do not present suspicion as a verdict.
The board may decide to verify records, ask the CEO for an explanation, review hiring due diligence, commission an independent inquiry, or conclude that the information is not relevant. Those are board decisions.
The CGO should disclose any personal relationship or conflict that may affect judgment.
The board also owes fairness to the CEO. Material concerns should be addressed through a process that allows response and protects confidential information. A closed session may be appropriate, subject to governing documents and law.
There is a difference between confidentiality and concealment.
Confidentiality limits who receives information and how it is handled.
Concealment prevents the accountable body from receiving information it needs.
The outside agency’s fear deserves compassion. Its fundraising may be vulnerable. The board can protect its information from unnecessary circulation. It cannot allow another organization’s communications interest to determine this board’s oversight.
I would review why the information surfaced only after the CEO was hired. Did reference checks ask about financial stewardship? Did the board verify claims? Were warning signs available? A sound response improves future due diligence without assuming guilt in the present case.
You can create a standing rule for officers:
Material information goes to the board.
Sensitive information goes through a protected channel.
Unverified information is labeled as unverified.
No single officer decides the final meaning alone.
The CGO serves trust best by bringing hard facts into the right room.
Silence may protect appearances.
It does not protect governance.
The CGO should document the decision to bring the matter forward the matter and the safeguards used. If the information later proves false, the record should show careful verification rather than casual circulation. If it proves true, the record should show that governance did not depend on one officer’s courage alone.
A reliable process protects the source, the CEO, the outside agency, and the board better than an improvised promise of silence.
Footnotes
[1] Miriam Carver and Bill Charney, The Board Member’s Playbook (Jossey-Bass, 2004), rehearsal 5.9, pages 176–179.
[2] Govern for Impact, “Policy Governance Source Document,” principles on Board Holism and the role of the Chief Governance Officer.
Additional reading
BoardSource’s The Nonprofit Board Answer Book addresses CEO oversight, confidentiality, due diligence, and officer responsibilities.
Peter Greer, David Weekley, and Tiger Dawson’s The Board and the CEO helps boards handle difficult CEO information without sacrificing partnership or accountability.