TREC Board Focus and Roles 101 Webinar April 7, 2015

Transcription

1 TREC Board Focus and Roles 101 Webinar April 7, Webinar Leader David Thomson TREC Senior Associate, Leadership Program Director Board Chair (six years as Chair of the National Board of the Canadian Parks and Wilderness Society and six as a member-at-large) Founding Board member Cool North Shore Society 20 years governance consulting, coaching and training for Boards and EDs in the US and Canada Lessons learned the hard way, in the trenches 2 1

2 Some important questions Is your board making the maximum contribution to your organization's success, or is it getting distracted in lower-value, less fulfilling work? 2. Do you have the right board members and are they adequately engaged? 3. Is your board using the most effective approaches, tools, systems, etc. to do its job most effectively? 3 Agenda Smorgas-board 1. Why boards exist - key responsibilities 2. Choosing High-value over low-value board work 3. Key governance effectiveness factors, principles, approaches, mechanisms that help boards focus on the most fulfilling and effective work Hopefully 1-2 great ideas for you

3 Caveats No board does everything well; prioritization is key, and sustainable impact/engagement There is no one best or normal board model or way of governing it depends on many factors, and is constantly evolving Be realistic about what s truly possible Sweet spot: not too much and not too little governance and board touch (risks of being too proactive or involved (burn out/ over-reach) and too reactive or hands-off (fizzle out or crisis management) SO DON T BE DEPRESSED AFTER THIS WEBINAR! 5 Topic 1 What Boards do: Core Responsibilities and Options 6 3

4 Why Boards Exist - Legal Def n First and foremost to GOVERN: The exercise of legitimate authority, direction, oversight and control of an organization in order to ensure that its purpose is achieved and that there is a proper accounting for the ethical conduct of its affairs and the results of its activities. Core Principle = Trusteeship/Fiduciary responsibility: You are stewards of the mission, activities, resources, reputation and ultimate impact of the organization You are accountable to those who you serve and those who support you 7 It s more than just meeting legal requirements: What a board HAS to do and CAN do 1. GOVERN (trustee-ship) COMPULSORY - Governance is a conscious, full-time job the Board s First and Legal Priority 2. SUPPORT (help) e.g. fundraising, program, outreach OPTIONAL though very helpful 3. MANAGE (do staff-type oversight work) - OPTIONAL unless a crisis - a last-resort focus of Boards, a transitional role 8 4

5 Boards Making a Difference There are many real examples where boards: Make sure key transitions are smooth, improve the organization Support staff through tough patches (where requested) personally, collectively Set an example through fundraising giving and getting Help scan and raise big picture patterns, trends, questions ( generative thinking ) Help staff refine new ideas Make connections in the community that advance goals Create and run events (tightly coordinated with staff) 9 Three modes of Governance Governance Functions (different than supporting functions) (from Governance as Leadership, Chiat, Ryan & Taylor) 10 5

6 Mode 1. Fiduciary Governance Board s central purpose: Stewardship of tangible assets Board s principal role: Sentinel Board s core work: Ensure efficient & appropriate use of resources Ensure legal compliance & fiscal accountability Ensure accountability Oversee operations Select & evaluate CEO 11 Mode 2. Strategic Governance Board s central purpose: Strategic partnership with senior mgt. Board s principal role: Strategist Board s core work: Scan internal and external environments Resolve priorities Review and modify strategic plan Monitor performance 12 6

7 Mode 3. Generative Governance Spawns policy, strategy, and decisions i.e. before strategy is determined Make sense of circumstances. Invites prior questions, alternative hypotheses. Puts perceived problems & opportunities in new light. Finds and frames new problems and opportunities. Concerns values, beliefs, and assumptions. Make meaning of the past Discover emergent strategies Shape organizational saga Learn lessons Learn what others think Cross boundaries Confer with stakeholders 13 The Three Modes: Application All three modes are valuable and necessary Modes I + II = good governance. Modes I + II + III = great governance. To govern at highest plateau boards need to: Think differently/more broadly about governance; Think differently when governing; Work in the right place at the right time. Few boards get all the right factors to do all 3 modes well; something to strive for 14 7

8 Broadest Board Fiduciary Responsibilities 1. Mission (adherence, viability, vigor) 2. Legal compliance (Bylaws, personnel, fiscal, safety) 3. Fiscal viability & capacity 4. Program viability & capacity 5. Governance viability, improvement & capacity 6. License to operate (ethics, public image) 15 Detailed fiduciary responsibilities 1. Board creates the mission of the organization. 2. Board ensures the strategic plan is prepared, approved and implemented. 3. Board approves Executive Director's job description 4. Board does annual evaluation of Executive Director 5. Board is informed of and approves all political activities which may jeopardize the corporation's tax-exempt status. 6. Board maintains minutes of all Board meetings and is certain that annual corporation report is submitted. 7. Board elects its officers and holds annual general meeting (per bylaw) 8. Board ensures, helps to implement, where appropriate, realistic annual funding plan. 9. Board authorizes all bank accounts and all borrowing by the corporation. 10. Board approves significant legal contracts 11. Board approves all major changes, expansions, or contractions in program services. 12. Board adopts and monitors annual budget 13. Board receives financial statements regularly 14. Board treasurer (or at least one other Board member) is familiar with organization's accounting practices and monitors their adequacy, including regular payment of payroll taxes. 16 8

9 Topic 2 Is your board making the maximum contribution to your organization's success, or is it getting distracted in lower-value, less fulfilling work? 17 Some common low-value board work Sitting through staff reports at meetings Poring through financial statements Offering detailed suggestions for what staff should do in the weeds (tactics) Vague, inconclusive discussions about high-level opportunities 18 9

10 What is highest-value work? It depends on what the org. needs most in the moment AND on what core fiduciary needs/risks need consistent focus Tied to the Strategic Plan versus board whims Perspectives, value that staff can t add Increasing profile in the community Other? 19 Ideas for ensuring high-value work Boards govern, staff implement (not a back & white distinction though) Test every agenda item is this important, does this add value, is this engaging? Have an annual board workplan and committee workplans (see examples) Ask yourselves what s the biggest roadblock to greater impact? Other? 20 10

11 Source: Institute for Conservation Leadership Source: Institute for Conservation Leadership Source: Institute for Conservation Leadership 11

12 Topic 3 Key governance factors, principles, approaches, mechanisms, and leadership that help boards do fulfilling and effective work 23 What drives good board performance 1. Quality of leadership 2. Focus on the board and its performance does the board matter? 3. Board members with the right skills, qualities 4. Engagement 5. Group dynamics 12

13 Leadership - The critical piece? The single most important contributor to overall board effectiveness is the competence and behaviour type of the chairperson. A conductor chairperson works well with management, runs meetings efficiently, works toward consensus and manages dissent. They are skilled at calling on different director types depending on the situation to resolve issues and make good decisions. Richard Leblanc, York University Researcher 25 Board leadership Able to tap a range of styles as needed (inclusive to coercive See Goleman 6 styles at end of this PPT) Likes and is skilled at running an org/team Has some vision of how the Board could operate more effectively Politically astute Comfortable & confident,not cozy, with ED 26 13

14 Board taking its work seriously Leadership succession planning Board annual workplan Thoughtful, dynamic meeting agendas Proactive board member recruitment Evaluates its own performance periodically Solid meeting attendance record Solid program evaluation process 27 Getting the right board members Most boards recruit for people with mission-related skills and other function-related skills (e.g. legal, finance, marketing, fundraising) Most boards should recruit for a lot more people who bring organizational and board behaviorfocused capabilities e.g. They are focused on creating an effective organization! They have experience in getting good performance; Strategic and analytical skills; ask the right questions; Collegial, good self-awareness and self-management Self-starters, take responsibility seriously (and have time) 14

15 Board member engagement 1. Expectations make them clear, early & often 2. Responsibility - spread it around 3. Nurturing don t assume competence, knowledge or confidence 4. Achievement point it out, celebrate 5. Connection to purpose don t forget why you re here 6. Peer pressure a legitimate approach 7. Consequences don t tolerate mediocrity or worse 29 Board as a team Group Dynamics The conditions of a successful team: diversity of experience, perspective and opinion; trust; civil discourse Know how to build trust Have high-quality meetings Don t tolerate disrespectful behavior Bring new members in thoughtfully & adapt 30 15

16 What are you taking away? What s the biggest opportunity/ challenge for your Board to be more clear on its role, contribution or functioning? 31 Thank you! 32 16

17 Styles: Leadership That Gets Results Six Leadership Styles Daniel Goleman Coercive Authoritative/ Visionary Affiliative Democratic Pacesetting Coaching 17