Building High-Impact Board-CEO/GM Leadership

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1 Building High-Impact Board-CEO/GM Leadership

2 A Presentation For: THE APTA TRANSIT BOARD MEMBERS & BOARD SUPPORT SEMINAR July 20, 2014

3 Board Development By Design: Creating A Comprehensive Board Development Plan For Your Authority

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5 QUESTIONS TO THINK ABOUT 1. What appear to be your board s most significant strengths and weaknesses as your authority s governing body? What does your board tend to do best and least well when it governs? 2. Over the past year or so, what have been the most important two or three governing accomplishments of your board (not of the authority generally)? 3. What can you do to get your board really interested in developing its governing capacity?

6 Part 1 Overview Of The Board Development Process

7 Sure-Fire Signs That Your Board s Governing Capacity Has Been Systematically Developed Strategic and policy-level decisions are being made in a full and timely fashion ensuring that high-stakes issues (both challenges and opportunities) are being effectively handled. Board members are involved meaningfully and proactively in making governing decisions and judgments and hence feel strong ownership of and take great satisfaction in their governing work. The board-ceo/gm partnership is solid able to withstand significant stress over a long period.

8 Governing Is A Team Sport Involving A STRATEGIC GOVERNING TEAM Board CEO/General Manager Board Support Executive Senior Executives

9 Your Strategic Governing Team Has A Clear Choice: Either take the initiative in continuously developing the board as a governing body, fine-tuning its role, processes, and structure in the interest of higher-impact governing -OR- Merely inherit the board of the past

10 3 Key Elements Of A Comprehensive Board Development Plan 1. Strengthening your board s self-management capacity 2. Updating and fine-tuning your board s governing structure (committees) 3. Developing a strong executive support function to ensure board governing effectiveness

11 Some Board Development Planning Vehicles Available To Your Authority Very Effective: Governance task force that makes recommendations to the board Board-staff governance retreat with follow-up report Less effective: Consultant study and recommendations CEO study and recommendations

12 3 Key Benefits Of Both The Task Force And Retreat Approaches Foster board ownership through intensive board member involvement Are cost-effective in terms of time and money Allow in-depth exploration of board development strategies

13 Part 2 Developing Your Board s Self-Management Capacity

14 3 Key Components Of Board Self- Management 1. Developing the people serving on the board 2. Managing board members governing performance 3. Managing communication and interaction with the CEO/GM, Board Support Executive, and Executive Team members

15 Successful Board Self- Management Depends On An Accountable Board Committee Typically known as the Governance or Board Operations Committee Headed by the board chair and consisting of other committee chairs, the CEO/GM and the Board Support Executive Accountable for developing the people on the board and overseeing board governing performance, for communication/interaction with the CEO/GM, Board Support Executive, and Executive Team, and for coordinating board operations

16 2 Critical Elements Of Board Human Resource Development Enriching the board s composition by sharing a profile of the ideal board in terms of desirable board member attributes and qualifications with appointing authorities Developing board member governing skills and knowledge

17 Managing Board Governing Performance Involves Setting board member performance targets/standards and monitoring performance Periodically assessing how the board as a whole is performing as a governing body Taking corrective action as appropriate

18 Board-CEO/GM-Board Support Executive-Executive Team Interaction And Communication Adoption by the full board of detailed guidelines developed by the Governance or Board Operations Committee covering the board s communication/interaction with the CEO/GM, Board Support Executive, and Executive Team members Cardinal rule: only the board as a whole gives direction to the CEO/GM and never to staff under the CEO/GM

19 QUESTIONS TO THINK ABOUT 1. What are some desirable attributes and qualifications of public transportation board members? 2. What are some practical ways to strengthen board members governing knowledge and skills? 3. What are some governing performance targets/ standards that board members might be held accountable for? 4. What are some guidelines for interaction and communication that will help to keep the Board-CEO/GM- Board Support Executive-Executive Team partnership healthy?

20 Part 3 Developing Your Board s Governing Structure

21 Well-Designed Board Governing Committees Ensure thorough preparation for board meetings Serve as reliable vehicles for keeping the board s detailed governing work updated Foster board member governing expertise, ownership and ego satisfaction Provide the CEO/GM with spear carriers/champions

22 Well-Designed Governing Committees Correspond to the major streams of decisions and judgments that make up your board s governing work (form following function) Cut across all of your authority s operations and functions (not tied to narrow silos such as bus and rail operations or paratransit services.) Are standing, not ad hoc, committees Consist only of board members, along with staff in a support role

23 Form Follows Function Board Governing Streams Planning Stream Performance Oversight Stream External/Stakeholder Relations Stream Operations and Functions

24 Model Committee Structure Board Governance (Board Operations) Planning and Development Performance Oversight/Monitoring External/Stakeholder Relations

25 Committees Function Well When Every board member serves on 1 and only 1 committee (except committee chairs) Committees are the only path to the full board agenda and only committees report in full board meetings (except the CEO/GM s report) Committee chairs and members are regularly rotated among committees An executive manager is assigned as chief staff to each committee

26 Updating Processes For Board Engagement In Governing Work Can be handled continuously by well-designed board standing committees Involves: 1. Mapping out processes for involving the board in shaping and/or making decisions and judgments about governing products and documents that will ensure strong board ownership 2. Distinguishing between board and executive team responsibilities in these processes

27 Determine With The Planning Committee How Board Members Should Be Involved In: Updating your authority s values and vision statements Identifying strategic issues facing your authority Preparing the your authority s operating plan and budget

28 Determine With The Performance Monitoring Committee How Board Members Should Be Involved In: Determining the content and format of performance reports Assessing operational, financial, and administrative performance Updating major policies (e.g., contracting)

29 Determine With The External Relations Committee How Board Members Should Be Involved In: Updating your authority s desired image Fashioning marketing, communication, and stakeholder relations strategies Representing your authority in appropriate external forums

30 QUESTIONS TO THINK ABOUT 1. What steps might be taken to ensure strong board involvement in the operational planning/budget development process? 2. How do you want your authority to be seen by the general public and key stakeholders (the key messages you want to send)? 3. How might your authority s board members be engaged in educating the general public and key stakeholders about your authority s vision, mission, and accomplishments?

31 Part 4 Developing A Strong Executive Support Function

32 Four Key Elements Of Executive Support For The Board A board-savvy CEO/GM A strong Board Support Executive Strong Chief Staff Liaisons to board standing committees An actively engaged Executive Governance Coordinating Council

33 Board-Savvy CEOs/GMs See their board as one of their authority s most precious assets and take accountability for capitalizing on the asset. Are world-class experts in the rapidly evolving field of public/nonprofit governance. Treat governance and the board-ceo/gm partnership as a top-tier CEO/GM priority.

34 Making Governing A Top CEO/GM Priority Means: Spending at least 25 percent of his/her time on governing matters Actively leading the Executive Governance Coordinating Council Serving as executive director of the authority s board program: Closely monitoring board functioning, identifying issues needing attention and taking the lead in addressing them Helping the board become a more effective governing body

35 Board Support Executive Typically reports to the board and/or the CEO/GM and works closely with the CEO/GM Participates actively in the Executive Governance Coordinating Council Provides direct administrative support to the board, helping to ensure, for example, that: A complete, well-prepared board meeting packet is transmitted to the board well in advance of board meetings A complete, legally adequate record of board deliberations is maintained Individual board members are provided with support in carrying out their governing responsibilities Steps are taken to improve the efficiency of board operations

36 Chief Staff Liaisons To Board Standing Committees Members of the CEO/GM s Executive Team appointed by the CEO/GM to work closely with each board standing committee Responsible for: Developing the draft agenda for every committee meeting Reviewing the draft agenda with the Executive Governance Coordinating Council and revising the agenda as appropriate Reviewing the draft agenda with the standing committee chair and revising the agenda as appropriate (in close consultation with the CEO/GM) Attending meetings of the Governance or Board Operations Committee when the board meeting agenda is finalized Overseeing/coordinating preparation of documentation for standing committee meetings Preparing the standing committee report to the full board

37 The Executive Governance Coordinating Council Chaired by the CEO/GM and consisting of the Board Support Executive and members of the CEO/GM s Executive Team Meets regularly (typically monthly) to: Review draft standing committee agendas and provide input Reach agreement on the allocation of standing committee meeting preparation responsibilities Review important documentation to be transmitted to the standing committees for their upcoming meetings Review the committee reports prepared by the Chief Staff Liaisons Discuss recommendations of the Board Support Executive to improve the efficiency of board communication and operations

38 QUESTIONS TO THINK ABOUT 1. What steps might be taken to ensure that the CEO/GM-Board Support Executive working relationship is close, positive, and productive? 2. What kinds of issues might erode the CEO/GM- Board Support Executive working relationship if not addressed? 3. What steps might be taken to make board communication and operations more efficient? 4. What should a standing committee report to the full board look like, in terms of both content and organization?

39 Other governance books by Doug Eadie offered by Governance Edge Publications The indispensable guidebook for building higherimpact board leadership and a solid board-ceo partnership. To order: Provides tested, practical guidance for managing the emotional and psychological dimension of the CEO-board relationship.

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