REPORT TO BOARD OF DIRECTORS From Board Governance Transition Team Conference call meetings of March 11 and April 15, 2010

Transcription

1 REPORT TO BOARD OF DIRECTORS From Board Governance Transition Team Conference call meetings of March 11 and April 15, 2010 Governance Transition Team Roster Andy Persily (chair) Sheila Hayter Bjarne Olesen Bill Bahnfleth Rick Hermans Dan Pettway Costas Balaras Dave Knebel Wayne Reedy Darryl Boyce Jeff Littleton Vincent Tse Ken Fulk Ross Montgomery Tom Watson Art Giesler Strategic Issue for BOD discussion and potential action 1. BOD Governance motion At the BOD meeting in Orlando on January 27, 2010, a motion was made to modify the BOD governance structure. That motion was not voted on at that time due to the ASHRAE rule requiring 60 days to transpire before voting on major structural changes to the Society. As requested by President Holness, the Transition Team developed an extended version of the background to that motion, which was distributed to the BOD on February 24 and is contained in Attachment A. The key changes that would result from passage of that motion are as follows: Under PubEd and Technology Council Only 1 VP assigned to each council, who shares leadership with non-bod member Council members as ExOs, not DALs Create Council ExComs, also referred to as Advisory Committees Eliminate PEAC Create new BOD level committee for program & committee operations The organizational chart reflecting that motion, which was presented to the BOD in Orlando, is shown below:

2 2. Amendment to the BOD governance motion During its spring conference calls, the Transition Team discussed the advantages of having non- BOD members as both chair and vice-chair of PubEd and Technology Council and of having two vice-presidents leading the Planning committee as chair and vice-chair. An amendment to that effect was approved by the Governance Transition Team by a vote of and will be made during the BOD conference call on April 30, That amendment is contained in Attachment B of this report. The organizational chart as it would look if the amendment were to pass is shown below, using the term Advisory Committee for the council ExComs and with the changes embodied in the amendment shown in red: Information Items 1. BOD self-evaluation Soon after the Orlando BOD meetings concluded, a survey was distributed to the Board of Directors to help the BOD examine its performance and identify steps to improve its leadership of the Society. The survey was distributed to the BOD on February 8, A report on the results of the survey was sent to the BOD on April 8. That report is contained in Attachment C. 2. ROB and Bylaw changes The Transition Team conducted an initial review of the ROB and Bylaw changes that would be required if the governance motion as amended were to pass. A draft outline of those changes is shown in Attachment D. 3. Schedule The Transition Team developed a draft schedule of actions and events that need to occur if the governance motion passes. That draft schedule is contained in Attachment E.

3 ATTACHMENT A to April 22, 2010 BGTT Report Motion to change ASHRAE governance structure Presented to ASHRAE Board of Directors, January 27, 2010 To adopt the BOD structure presented in Attachment A1 to take effect at the beginning of the Society year. Fiscal Impact 1/27/2010: Expected to be positive through more efficient operation of the BOD. A more complete assessment of the fiscal impact will be provided to the BOD in advance of BOD consideration of this motion. SUPPLEMENT 2/22/2010: It will be hard to develop accurate fiscal impacts until all the details of the final organization are worked out, but those impacts will be included with the final approval motions that would come forward at a fall BOD meeting or at the 2011 Winter meeting to approve all the required details of the reorganization. Nevertheless, some of the fiscal impacts can be identified as follows: Replacing PEAC (with a roster of about 12 and authorized to meet four times a year) and the Standards Advisory Committee (with a roster of 7 and authorized to meet four times a year), with the new Program and Operations Committee (with a roster of about 12 and presumably authorized to meet four times a year) should not increase travel and meeting expenses and could reduce them. Having council members serve as committee ExOs in place of DALs should have no significant impact on travel expenses. Adding two non-bod members as leaders of Tech and PubEd Councils will only increase costs if these individuals are not on another committee with transportation covered. Based on these considerations, the net fiscal impact is not expected to be significantly positive or negative. Background As indicated in its report to the BOD last June in Louisville, the Transition Team started its work during this Society Year on process issues, e.g. BOD agendas, training of BOD members, and reports to the BOD. Once those efforts were progressing, the committee revisited the issue BOD Governance Structure. The current discussions of the Transition Team were distributed to the BOD in mid-january The Transition Team refined these ideas at their meetings in Orlando and has developed a proposed governance structure (Attachment A1) that strikes a balance between changes needed to enable the BOD to operate at a more strategic level and the need to move at a thoughtful and prudent pace. The effect of this motion, if passed, will be to authorize the Transition Team to develop the rule changes and other details required to put this new structure into place. Society Year will be used to refine and approve all of the required changes, with the assigned body working closely with the Councils and affected committees, so that the new structure can be in place at the start of the Society Year. This enabling motion is needed this spring so that the details and transition plan can be prepared in support of the final motions to be approved by the BOD next Society year. SUPPLEMENT 2/2/2010: In addition to the six slides distributed to the BOD in Orlando on Wednesday January 26, 2010 (Attachment A1), four additional slides have been prepared to further clarify the reorganization embodied in the proposed motion (Attachment A2). The first shows the jobs of all the BOD members under the proposed reorganization. The second and third show the current structures of

4 ATTACHMENT A to April 22, 2010 BGTT Report the Councils alongside the proposed structures. And the fourth slide shows the governance organizational chart under the proposed restructure. It is important to note that the proposed restructuring does not address any changes to Members Council or the roles of the DRCs and ARCs. Those issues are still being discussed by Members Council. Once they have achieved consensus, those additional changes can be folded into the proposed new structure. Therefore, if this motion is approved, the proposed structure may be revised further before being approved for implementation for the following reasons: Members Council comes forward with a proposal to change its structure or to redefine the roles of DRCs and ARCs, As the Governance Transition Team develops the required rule changes, unforeseen issues may be identified that need to be addressed in the revision, and Additional improvements are proposed by BOD members. If additional changes to the proposed structure are identified to improve the overall proposal, these will be presented to the BOD in the form of a separate motion to revise the approved structure. It is hoped that very few such revisions will be presented to the BOD. Ideally there will only be one new motion, but the goal is bring forward the best proposal for BOD consideration. As noted above, another motion will need to come to the BOD to approve the details, such as rule and bylaw changes, that will put the reorganization into place. If the BOD approves the motion, the timeline over which the new structure is implemented is as follows: Motion to reorganize governance structure presented to BOD 1/27/2010 Outline of rule and Bylaw changes needed if motion passes Complete before BOD vote BOD vote on motion to reorganize April 2010 If motion passes: Detailed plan for converting to new structure in time for start of Society year, including implementation subcommittees and schedule over Society year. Albuquerque BOD meeting

5 ATTACHMENT A to April 22, 2010 BGTT Report ATTACHMENT A1

6 ATTACHMENT A to April 22, 2010 BGTT Report

7 ATTACHMENT A2 ATTACHMENT A to April 22, 2010 BGTT Report

8 Amendment to BOD Governance motion ATTACHMENT B to April 22, 2010 BGTT Report That the structure contained in the motion be revised to have both the chair and vicechair of Technology and PubEd Councils be non-bod members, and to have one vice president serving as an ExO member of PubEd Council and another vice president serving as an ExO member of Technology Council. These two vice presidents would also serve as members of the advisory committees of these councils. In addition, the structure would be revised to have two vice-presidents serving as the chair and vicechair of the Planning Committee. Background Attachment B1 shows the organizational chart as it would appear if this amendment and the main motion both pass. The change in the role of vice presidents on PubEd and Technology Council is intended to eliminate the confusion that resulted from the rotation of the chair and vice-chair of these councils between a vice-president and a non-bod member. More importantly, this change would allow these vice-presidents to focus more of their time and energy on BOD work and Society leadership as opposed to running the councils. Having a vicepresident on each council as an active ExO member would retain the connection of the council to ExCom. In fact, serving as an ExO member rather than a chair, will allow these vice-presidents to focus more on key strategic and policy issues facing the council and the organization. The new committee on Program and Committee Operations, which would include these vice-presidents on its roster, would maintain if not strengthen the inter-council communication that currently takes plan on ExCom. Note that the non- BOD member serving as vice-chair of each council would be expected to succeed to the council chair. The change to the Planning committee would result in having a vice-president serve as vice-chair of that committee before become chair the following year following an expected succession plan. The Planning committee currently has no vice-chair and as the BOD becomes a more strategic body, the importance of the Planning Committee will increase. Having two vice-presidents on that committee in leadership roles will help it manage its increasingly critical role in facilitating the Societyʼs efforts to address current and future challenges and opportunities. If the main motion passes with this amendment, the vice-president assignments will be as follows: Two as chair and vice-chair of Planning Two as chair and vice-chair of a new committee: Program & Committee Operations One will also serve as ExO to PubEd Council and one as ExO to Tech Council The Governance Transition Team conducted a letter ballot and voted in support of this amendment.

9 ATTACHMENT B1

10 ATTACHMENT C to April 22, 2010 BGTT Report Report on the 2010 BOD Self-Evaluation Survey April 7, 2010 As discussed during and leading up to the Orlando BOD meeting in January 2010, the Governance Transition Team developed a self-evaluation survey to help the BOD examine its performance and identify steps to improve its leadership of the Society. Many non-profit boards employ BOD self-evaluation, and ASHRAE could conduct such surveys on a regular, perhaps annual, basis. Given that this survey was ASHRAE s first attempt, it needs to be considered as only a first step in a process that will become more focused and useful in the future. The transition team s intent to develop a self-evaluation tool was noted in its report to the BOD in June The concept was examined further during the October 2009 BOD session on governance. The transition team report to the BOD in Orlando noted the plan to issue a survey immediately after that meeting and contained a list of the topics to be covered. The survey was issued on February 8, 2009, and 29 of the 31 BOD members responded. The survey itself is contained in Appendix A of this report. This report begins with a summary of the survey results and several recommendations generated by the Transition Team. A more detailed presentation of the survey results follows. SUMMARY OF SURVEY RESULTS The survey presents a picture of how the BOD sees itself, both during the Orlando meeting and so far through the current Society year. Overall the results provide a positive indication of the BOD s performance, though several issues arose where the BOD identified opportunities for improvement. Assessment of Orlando BOD Meeting Some of the more interesting results from the BOD meeting last January are as follows: About one third felt that too little time was spent on the Society Mission and Vision. About two thirds felt that there was not enough time devoted to strategic issues. Almost half felt that too much time was spent on committee and council reports. The five most important topics discussed at the meeting were as follows Executive session topics Governance Targets for energy standards Treasurer s report Building energy labeling Assessment of BOD Performance through Society Year The most significant results of the BOD s assessment so far this year are as follows: Most BOD members felt that the BOD was doing a good job handling legal and financial matters, as well as the most significant issues facing the Society. Most felt that the background material needed for decision-making was adequate

11 About half indicated that there was inadequate time provided to review background information for these key decisions. The five most important topics that the BOD has dealt with this year were as follows: Governance Budget Legal issues on standards and codes Standards development and marketing launch and marketing And the five most important topics that the BOD hasn t dealt with were: Global role of ASHRAE Membership: increasing numbers, benefits, inspiring them Strategic planning: future needs, long term vision Certification, including influencing government to adopt Marketing ASHRAE TRANSITION TEAM RECOMMENDATIONS Based on a review of the survey results, the Transition Team has identified several areas to address in order to improve BOD function as well as to improve future surveys. BOD Function Many felt that the discussions of tax returns and conflict of interest disclaimers at the Orlando meeting were not important, but both of those items reflect key fiduciary responsibilities of the BOD. Future training of BOD members should reemphasize these responsibilities, though some of these issues could be dealt with using alternatives to face-to-face BOD meetings. About half of the responders felt that there is inadequate time provided to review background information for BOD discussions and decision making. This is one of the strongest findings of the survey and needs to be addressed, with a specific recommendation presented below. In response to the question on issues that the BOD has not dealt with this year, there was consensus that these include ASHRAE s global position, membership, strategic planning, certification, and marketing. These results should help BOD to focus its efforts. Future Surveys The questions on the most important topics at the Orlando meeting, and so far during the Society year, only addressed the importance of the topics and not the outcome of the discussion. In other words, did the BOD take action in each area or did they just talk about it? Future surveys should be changed to determine whether the BOD took action in the important areas facing the Society. Perhaps this question on most and least important issues at BOD meetings should be rephrased to reflect the importance of the topic relative to the time that it consumed. 2

12 By far most BOD members felt that the BOD was handling legal and financial matters well, along with the most significant issues facing the Society. However, there were a few individuals who felt that the BOD s handling of these issues was not adequate or were at least neutral on the issue. Given that these are among the most important issues for BOD work, it is important to address any shortcomings. However, no specific shortcomings were identified in the responses, therefore future surveys should be more direct in asking what isn t adequate. Assuming that BOD self-assessment surveys become a regular exercise, the development of these surveys and analysis of the results is going to need a permanent home after the governance transition team no longer exists. The transition team has discussed this issue and believes that the Planning Committee might be logical home for BOD self-assessment. Specific Recommendations The transition team has developed the following recommendations on actions that can be taken to address some of the issues raised by the survey: 1. Continue to restructure the BOD meeting agenda to maximize the time spent on strategic and policy issues. This should be done in conjunction with developing mechanisms to focus information flowing to the BOD and to deal with non-strategic matters at other than face-toface meetings. 2. Schedule a BOD conference call about one month before each Society meeting to deal with operational issues (minutes, consent items, appointments, etc.) and to provide a heads up on the strategic and policy items that will be covered at the face-to-face meeting. 3. Improve information flow to BOD before and during meetings by imposing deadlines for pre-meeting distribution of materials (realizing that exceptions will be needed on occasion), provide a list of topics expected to be covered well in advance of the meeting (to allow BOD members to start preparing earlier), focusing pre-meeting background information on the strategic and policy aspects of the issue at hand (which will presumably make this material less voluminous) and highlighting new agenda attachments at the meeting (to distinguish from those sent prior to the meeting). 3

13 Detailed Survey Results The complete results of the survey are contained in Appendix B of this report and are subdivided into the following sections: Orlando BOD meeting Question A.1 through A.9 on how the meeting transpired Orlando BOD meeting Most and Least Important Meeting Topics BOD activities over Society year Questions B.1 through B.7 Most important issues that the BOD has dealt with in Most important issues that the BOD has not dealt with in Additional input on how the BOD is performing its governing role Orlando BOD meeting Question A.1 through A.9 on how the meeting transpired A.1 Most BOD members felt that the correct amount of time was spent on the Mission and Vision of ASHRAE, but about one-third felt that too little time was spent. It is interesting to note that there was no item on the meeting agenda devoted to the Mission or Vision, though some respondents could have interpreted the question as whether the Mission and Vision were manifested in the meeting discussions. A.2 thru A.4 About two thirds of the respondents felt that there was not enough time devoted to strategic issues, and one third felt that too much time was devoted to operational matters. Almost half felt that too much time was spent on committee and council reports. The responses to these three questions seem to be pretty clear; the BOD feels that more time should be spent on strategic issues and less time on operational issues and reports to the BOD. The BOD meeting agenda could be changed to address these desires, and subsequent surveys could measure whether the changes are having the intended effect. A.6 thru A.8 Most BOD members felt that they had an adequate opportunity to contribute to the meeting agenda and to participate in the discussions, which are good signs. One individual responded that the opportunity to contribute was very unsatisfactory but did not explain why. About half of the respondents described the meeting as conducive to active participation, but more importantly about half said that the conduct and atmosphere was neither satisfactory nor unsatisfactory. Ideally, a higher percentage would find the meeting satisfactory in this respect but the survey did not yield any information on what could be changed to improve the meeting. Orlando BOD meeting Most and Least Important Meeting Topics Each BOD member was asked to identify the three most important and the three least important meeting topics from a list of 20 topics drawn from the BOD agenda. The most important topic identified by each respondent was given 3 points, the second most important was given 2 points and the third was given 1 point. Similarly, the least important, second least important and third least important received 3, 2 and 1 points respectively in the second list. The top 5 point totals are identified in bold font in each list. The top 5 topics on the most important list are certainly all important issues for the BOD to address. However, in considering the question and the responses, it is worth noting that the question only addressed the importance of the topics and not the outcome of the discussion. In other words, did the BOD take action in each area or did they just talk about it? Future surveys 4

14 should be constructed to gather information on whether the BOD took action in the important areas facing the Society. The responses to the least important question may be useful in identifying items that could be handled on a BOD conference call or web meeting, or via , rather during the precious face-to-face meeting time. Another observation is that while many felt that the tax returns and conflict of interest disclaimers were not important, both of those items reflect key fiduciary responsibilities of the BOD. While perhaps they can be handled through mechanisms other than BOD meetings, they do constitute an important responsibility of the BOD. The president s travel report got low marks. While this report could be sent to the BOD by , it didn t consume much meeting time. Perhaps the question regarding most and least important agenda topics should be rephrased in the future to reflect the importance of the topic relative to the time that it consumed. BOD activities over Society year Questions B.1 through B.7 B.1 and B.2 By far most BOD members felt that the BOD was handling legal and financial matters well, along with the most significant issues facing the Society. However, there were a few individuals who felt that the BOD s handling of these issues was not adequate or were at least neutral on the issue. Given that these are among the most important issues for BOD work, it is important to address any shortcomings, but no specific shortcomings were identified in the responses. Perhaps future surveys can be more direct in asking what isn t adequate. Most respondents felt that the background material needed for BOD decision-making was adequate, although two did not. Again, no specific shortcomings were identified and future surveys should attempt to provide more useful feedback to this question. On the other hand, about half of the responses regarding the adequacy of the time provided to review this background information characterized it as inadequate. This is one of the strongest findings of the survey and should be addressed. Most BOD members were neutral on the adequacy of BOD training, with more finding it adequate than inadequate. However, there should be a goal to continue to improve the training so that more view it as adequate or better. When the training question was asked in terms of the individual respondent, less were neutral. Just under half viewed their own training as adequate, while several did view their own training as adequate, and in one case as very inadequate. Improved training is clearly an area that needs to be addressed, and that is currently happening. Most important issues that the BOD has dealt with in Each BOD member was asked to identify the three most important issues that the BOD has dealt with this Society year. This was an open-ended question, with no list of topics to choose from. The most important topic identified by each respondent was given 3 points, the second most important was given 2 points and the third was given 1 point. In some cases, the responses combined two topics, resulting in the points assigned being divided by two. Also, while not all respondents used the same wording for the individual topics, they were often combined into a single topic area. The topics are presented in order of points received, with the top 5 identified in bold font in each list. The top 5 topics are all important issues for the Society, as are most of them on the list, which reflects a positive sense that the BOD has a good understanding of these issues and their 5

15 importance. As in the case of the survey question regarding the most important agenda items at the Orlando meeting, it is worth noting that the question only addressed the importance of the topics and not the outcome in each area. In other words, did the BOD take action in each area or did they just talk about it? Future surveys should be constructed to gather information on whether the BOD took action on the important issues facing the Society. Most important issues that the BOD has not dealt with in The question on issues that the BOD has not dealt with was also open-ended and used the same point assignment scheme as the issues dealt with question just described. A much wider range of topics were identified in the responses, but there was some consensus that the BOD has not dealt with its global position, membership, strategic planning, certification, marketing and several others. These results provide useful information on where the BOD should focus its efforts in the near term. Additional input The last page of appendix B contains a list of responses to the request for additional input on how the BOD is performing its governance role. Among the common themes, the following conclusions may be drawn: The BOD needs to be more strategic and act more nimbly, but progress is being made. The Governance issue garnered a range of opinions from we need to resolve some positive course of action to must be better thought out than trust me. The BOD needs to look at several areas whether the ASHRAE Mission and Vision need updating, and the use of better business models to make decisions on programs. There were several comments on information flow (and overload) and how BOD time could be used more effectively, including more use of electronic discussion environments, a retreat in a distraction free environment, and receiving reports to the BOD significantly in advance of meetings to allow the time they deserve for review. 6

16 Appendix A BOD Self-Evaluation Survey Issued February 8,

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20 Appendix B Results of BOD Self-Evaluation Survey 11

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26 ATTACHMENT D to April 22, 2010 BGTT Report Outline of ROB and Bylaw changes derived from BOD Governance motion Rules of the Board Travel Reimbursement Policy Needs to cover non-bod leadership of PubEd and Tech Councils Needs to cover VPs serving as ExOs to these councils Council and Committee Meetings Delete reference to Coordinating Officer Standing Bodies Delete PEAC and add new Program and Committee Operations to list Assignments Modify to eliminate CO assignments for VPs PUBLISHING AND EDUCATION COUNCIL Membership Revise to include non-bod leadership instead of VP and to add Council Advisory Committee Add VP as ExO (if amended motion passes) (Direct Council to Revise MOP and Reference Manual) TECHNOLOGY COUNCIL Membership Revise to include non-bod leadership instead of VP and to add Council Advisory Committee Add VP as ExO (if amended motion passes) (Direct Council to Revise MOP and Reference Manual) COMMITTTEES Delete reference to CO from all committees reporting to PubEd and Tech Councils Replace BOD ExO members with Council ExO members on all committees reporting to PubEd and Tech Councils PLANNING COMMITTEE MEMBERSHIP Specify one VP as chair and another as vice-chair PRESIDENT-ELECT ADVISORY COMMITTEE Eliminate section. PROGRAM AND COMMITTEE OPERATIONS COMMITTEE Add to ROB volume 2 Develop MOP and Reference Manual (latter could wait until committee exists for them to create) MANUAL OF PROCEDURES FOR OFFICERS AND DIRECTORS Revise to reflect modified responsibilities of VPs Society Bylaws 6.2 Council Leadership Eliminate requirement that chair be member of the BOD

27 Governance Transition Schedule if BOD motion passes 4/30/2010: Motion passes ATTACHMENT E to April 22, 2010 BGTT Report During May/June 1. Develop a more detailed, but still draft, BOD/Council/Committee structure based on approved motion for BOD review and discussion in Albuquerque. 2. Define and recommend members of governance implementation ad hoc and subcommittees Implementation ad hoc Chair Chair of each subcommittee, plus 1 additional subcommittee member 2 to 4 additional BOD members Subcommittees: Continuous BOD member education BOD agendas and information flow BOD/Council/Committee structure Rule and bylaw changes 3. Develop initial draft changes to BOD nominations and elections scheduled for late 2010 Albuquerque 1. Present more detailed, but still draft, BOD/Council/Committee structure to BOD to obtain their feedback and suggestions. 2. Present draft changes to BOD nominations needed for late 2010 BOD election 3. Confirmation of appointment of implementation ad hoc Summer Further develop BOD/Council/Committee structure for discussion at fall BOD meeting 2. Develop draft plan for continuous BOD member education 3. Develop draft strategy for BOD information flow 4. Develop draft ROB and bylaw changes to implement new structure 5. BOD nominating subcommittees identify potential nominees for new posts as needed Fall 2010 BOD meeting Presentation of Summer 2010 drafts to BOD; in depth discussion and refinement of BOD/Council/Committee structure Remainder of Update BOD/Council/Committee structure for BOD approval at January 2011 Society meeting

28 ATTACHMENT E to April 22, 2010 BGTT Report 2. BOD vote on any Bylaw changes in time for announcement at January 2011 Society meeting (by conference call meeting) 3. Update drafts: BOD member education and information flow. 4. BOD election of Council and Committee members per existing structure, plus those needed for modified structure (December conf call) January 2011 Society meeting 1. Announce Bylaw changes at plenary 2. BOD votes on ROB changes to implement new structure Spring Membership vote on Bylaw changes 2. President-elect appoints additional positions based on modified structure June New structure in place