Boardspan’s OARS Governance Framework: When Everyone Pulls Together

By Abby Adlerman

The demands on boards continue to accelerate. If that sounds like we’re repeating ourselves, it’s because we are! Just when you think the bar can’t go any higher, we continue to see rising stakeholder demands, dynamic technology challenges and opportunities, geopolitical instability, and unpredictable regulatory environments. The world keeps adding more (and more) straws to the proverbial camel’s back. Boards continue to find themselves with almost too much to do, with a set of demands that can feel overwhelming at times, doesn’t come with clear prioritization, and typically lacks instructions. Nonetheless, using clear organizing principles and a sharp focus helps boards rise to the occasion.  At Boardspan, we’re sharing our simple but rigorous framework that has proven to be effective with hundreds of clients to help guide all boards in fulfilling their highest purpose: OARS, our approach to Oversight, Accountability, Risk Mitigation, and Strategy.

From everything we see, boards have not lost their true north when it comes to governance. In fact, the majority are leaning into their work more than ever. The OARS framework offers some structure to help directors parse through the increasing demands, stay clear around their priorities, and remain aligned around how they add their greatest value.  By relying on these four pillars, boards can structure their time, expertise, and attention on topics where they are expected to perform and can contribute the most.

1.    Oversight: A Little Rigor Goes A Long Way  

Oversight, when applied as a guardrail not a guard dog, ensures that the organization operates with integrity and high standards in an objective manner. It’s about the board finding the balance between being in the clouds versus the weeds, neither of which are the right place. The board needs to stay close enough to the business to understand how results are derived, yet far enough to not overstep the role of management. The most effective boards ask tough but fair questions, expect clarity, and bring discipline to governance practices while respecting the boundaries and being open to discussing them with others.

Proper oversight requires rigor around core processes like financial controls, executive compensation, market standards, and where to seek technical expertise. It also requires good instincts: knowing when to probe deeper, extend trust, and/or recalibrate expectations. Effective oversight complements management’s authority by ensuring transparency, concurrence, and shared standards of excellence.

2.    Accountability: There’s No Substitute for Ownership

Accountability is at the core of excellent governance. The board has ultimate responsibility for the organization’s results and how it conducts business. This includes the values, culture, goals, and performance. Should the organization stumble, the board must own it, and the buck stops with them.

Owning outcomes is about role-modeling, more than anything. To be accountable, a board will set clear goals for the organization and itself, track performance against them, and amend plans (or goals), as needed. Maintaining high standards while staying agile is an important balance to strike. Naturally, the most effective boards engage in regular assessments of their teamwork, ability to meet goals, and the processes they use. And they engage with management in these discussions because accountability is mutual – it keeps the bar high across all elements of governance.

3.    Risk Mitigation: Future Proofing, Smartly  

Risk and how the board addresses it, perhaps more than any other element of our framework, has changed most significantly for boards over the last five years. The unpredictability in the current business environment will likely prove to be the new normal. The plethora of issues that an organization faces is increasingly broad and many of those topics run quite deep. For example, doing business globally has had its share of complexity for decades although the challenges got significantly more complex as geopolitics became a weekly conversation: regulatory approvals, tariffs, workforce issues, supply chain variability, and more seem to part of every decision despite the lack of visibility surrounding these topics. While management has to contend with the day-to-day challenges this brings, the board’s role with respect to guiding them on the appropriate level of risk is paramount. Mitigation strategies, acceptable tolerances, Plan Bs and Cs, and table-top exercises are becoming critical boardroom conversations. In this environment, boards must go significantly beyond responsible reactions and instead be the voice of intelligent anticipation. 

Mitigating risk requires both vigilant attention and an appreciation of nuance. Not all risks are foreseeable nor do they result in the same impact on the organization. Watchful boards constructively question assumptions, challenge blind spots, and pressure-test a range of outcomes. They consider how acting versus waiting may affect the organization, including the potential impact of failing to respond to shifts in the external environment. They also understand that risk cannot and should not be eliminated but anticipated as a natural occurrence that can be mitigated with open conversation and planning. Boards that are intentionally resilient and well prepared add tremendous value to their organizations when it comes to embracing risk.

4.    Strategy: When A Challenge Becomes An Opportunity

Strategy is often the most challenging area for boards to wrap their collective heads around, yet the place where they can add the most incremental value. While the board does not set or write the strategy, they have a critical role in assessing and influencing it, especially when they can bring additional insight and experienced perspectives. A board’s ability to do this starts with having a sufficiently comprehensive understanding of the business environment in which the organization operates. Given current dynamics, boards find themselves making extra effort to stay on top of changing landscapes and management has the opportunity and obligation to help keep the board informed.

Beyond understanding the market and competitive scene, boards that pay attention to growth drivers, profitability determinants, resource requirements, and transformation opportunities and challenges are well-prepared for strategic contribution. As business models evolve, technologies disrupt, and markets shift, boards will be constructively challenging themselves and their management teams to stay on top of, or better yet ahead of, the challenges and opportunities the organization will likely face. When a board is part of championing forward-leaning strategies, while bearing in mind the oversight, accountability, and risk mitigation roles they play, everyone wins.

The Direction That OARS Can Take A Board

There is no denying that the board is ultimately responsible for the success of the organization even while working in partnership with management. The OARS framework helps all parties focus on where boards can be expected to contribute the most. Organizing around Oversight, Accountability, Risk Mitigation, and Strategy allows boards to ensure the organization remains aligned, focused, and prepared for the future. Boards that consistently contribute meaningful, lasting value are the most successful and also most appreciated.

About the Author

Abby Adlerman is CEO and founder of Boardspan, the leading software and tech-enabled services company focusing exclusively on the needs of boards of directors. She brings more than 25 years of governance and board experience to Boardspan’s clients and has developed a widespread reputation as a leading authority in the field. Previously, Abby was on the senior leadership team at Russell Reynolds where she oversaw the Asia Pac PE business from Singapore after leading the North America PE business and managing the San Francisco office. Abby spent 15 years on Wall Street working with boards and C-suite executives on a range of financing and M&A strategies. She has a BS in Engineering from Lafayette College and an MPPM from Yale University.

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