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Safety Is a Board Issue, Not Just Operations

Safety is the second of the board's three jobs, and a frequent source of litigation that names individual directors. The board oversees four areas: personnel, property, legal compliance, and finances, without micromanaging the staff who run them.

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The Boardroom Challenge“Directors assume safety is 'an operations problem' for staff to handle. But when something goes wrong, an injury, a harassment claim, a compliance failure, the litigation sometimes names the individual directors who never asked.”

Safety is the second of the board's three core jobs, and one of the most consequential. A great deal of litigation, including cases that name individual directors personally, comes down to safety. It is also where the board's relationship with its chief executive is most delicate.

Trust the Staff, but Verify the System

You do not want the board breathing down the neck of competent staff. The people doing the work every day have far more information than directors who meet for a few hours a quarter, and constant second-guessing is demoralizing. Yet it is simply reality that people operating without supervision are more prone to error, misplaced priorities, and occasionally theft or mismanagement. Everyone performs better knowing someone is watching. That is precisely why boards exist: a group brings wisdom across many voices, and it stays honest, because a director who behaves badly in a board meeting is seen, corrected, or removed. The most powerful person in the organization must answer to a body, not only to themselves.

The board's job, then, is not to run safety, but to make sure it is being run, across four areas.

1. Personnel

Everyone in the organization should work in an environment free of controllable risks. Two concerns dominate today: harassment in the workplace, and, wherever youth are involved, the protection of children from abuse, an area where organizations are too often naive about those who seek to do harm. If the organization owns or controls facilities, add physical safety, including fire safety. Get reports from your executives, and make sure they are consulting outside experts: human-resources advisors, and outside legal counsel who can see how the law is changing.

2. Property

This covers real property and physical property alike, buildings, heavy equipment, vehicles. Leasing space is a lighter burden than owning a building you must maintain to industry standards. Include security, for both people and facilities. Experts in these fields should brief the board periodically on the key risks in your industry or region, so the board can decide whether to press for improvement or accept that things are sound.

3. Compliance With the Law

Two areas stand out. First, employment law: a striking share of organizations are out of compliance on wage-and-hour rules and worker classification, simply following long-standing habits without checking the law. HR consultants help. Second, government registration, especially charitable-solicitation registration. Non-compliance here is extremely common. Many organizations do not realize that a website with a "donate now" button can be treated as soliciting in numerous states, each with its own registration requirement. Confirm compliance, usually with legal help, and get a report back to the board that it is actually being done.

4. Finances and Insurance

The board must confirm the organization carries appropriate levels and types of insurance for its industry. The best authority is usually your insurance broker, with one caution: the broker has an incentive to upsell, which protects the organization but can also inflate cost. Trust your staff to monitor coverage, but the board has the last word on whether it is sufficient, and should get enough basic education to exercise that judgment.

A board cannot be ignorant about the very thing the organization does. If an organization's single product is food, its board cannot treat that product's safety as someone else's concern: the nature of the enterprise puts safety squarely within the board's oversight.

The Pattern

Across all four areas the pattern is the same. Trust competent staff, but monitor and audit their work; require reports; and educate the board, often through outside experts on a roughly three-year cycle, which conveniently matches the turnover of a board whose directors serve three-year terms. The best experts sit outside your chain of command. Keep them in regular contact with your officers, and bring them before the board from time to time so directors know what to watch for.

Educational Disclaimer: This article is published for general training purposes. It is not legal counsel and does not establish an attorney-client relationship.