building a rock-solid transit board-ceo working ......your strategic governing team has a clear...

Building a Rock-Solid Transit Board-CEO Working Relationship

Facilitator: David M. Stackrow, Sr.

• Doug Eadie

Doug Eadie & Company

Building High-Impact Board-Chief Executive Leadership

www.DougEadie.com

A Presentation For:

APTA Transit Board Membersand Board Support Seminar

July 24, 2017

©Doug Eadie & Company, Inc. All Rights Reserved



4 Keys To Building a Rock-Solid Transit Board-CEO Partnership

Check Out Our New Board-Savvy

Transit CEO Blog

www.Boardsavvytransitceo.com


Introduction

Overview Of The Work Of Governing A

Transit Authority


Governing Is A Team Sport Involving A

Strategic Governing Team

• Board

• CEO/General Manager

• Senior Executives


Your Strategic Governing Team Has A Clear Choice:

• Either take the initiative in continuously developing

your board’s governing capacity (its role, structure, and

processes) and the board-CEO working relationship

-OR-

• Merely inherit the board and the board-CEO

relationship of the past


Sure-Fire Signs Of An Effective Strategic Governing Team At Work In A Transit Authority

• 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 partnership is solid – able to withstand

significant stress over a long period.


Governing At The Highest Level

The board plays the leading role – in partnership with the

CEO and executive managers – in answering 3 critical

questions:

1. Where should our authority be headed/what should we

become over the long run, in terms of services,

facilities, operational performance, financing?

2. What should our authority be now and in

the near-term?

3. How well are we performing, in terms of

operations, finances, management?


Detailed Governing Work Consists Of Much More Than Just “Policy (Rule) Making”

Governing is making decisions about concrete governing

“products” and judgments based on concrete governing

documentation – flowing along 3 broad streams:

Strategic and operational planning/budget development

Performance Oversight/Monitoring

External/Stakeholder Relations


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 your authority generally)?

3. What appear to be the most important governing issues facing your authority right now?


The 4 Keys To A Rock-Solid Board-CEO Working Relationship

1. A really board-savvy CEO

2. Strong board self-management

3. Well-designed board standing committees

4. Meticulous management of the board-CEO partnership


Key #1A Really Board-Savvy CEO


Board-Savvy CEOS

• Bring the right attitude to the governing game: See their board as one of their authority’s most precious assets – not a threat – and make the governing function a top-tier CEO priority.

• Are world-class governing experts: Understand the rapidly evolving field of public/nonprofit governance inside-out and watch out for “insidious foes” of a healthy board-CEO working relationship.

• Are aggressive board-CEO partnership builders: Focus on turning board members into satisfied owners of their governing work and pay close attention to managing the board-CEO relationship.


Making Governing A Top CEO Priority Means:

• Spending at least 25 percent of his or her time on governing matters

• Serving as “executive director” of his or her authority’s “governing 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

➢ Paying close attention to his or her relationship with the board


Board-Savvy CEOs Beware Of Insidious Foes


Really Board-Savvy CEOs Are Always On Guard Against Insidious Foes Of The Board-CEO

Partnership

• Insidious Foes: Erroneous assumptions about the nature of transit governing that sound plausible and are often recommended by self-styled “governing gurus” – but can damage the board-CEO partnership

• Some common Insidious Foes:

➢ Stellar organizational and/or CEO performance will keep the board-CEO relationship healthy.

➢ There’s a firewall between the board’s “policy making” role and the executive management function that must be preserved: the twain can’t meet.

➢ Board members aren’t interested in managing their own governing performance



1. What questions might you ask a candidate for the CEO position in your authority to determine if she brings the right attitude toward working with your board?

2. What questions might you ask to determine what a candidate knows about board committees?

3. What questions might you ask to determine what a candidate knows about engaging board members in strategic and operational planning? About engaging board members in monitoring your authority’s performance?


Key #2

Strong Board Self-Management


Board Self-Management Involves Both

Developing the people

on the boardManaging the board’s

governing

performance


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 and the CEO

• Accountable for developing the people on the

board and overseeing board governing

performance, for communication/interaction with

the CEO and executive team, and for coordinating

board operationsDoug Eadie & Company

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


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



1. What board member attributes and qualifications would you include in a profile of the ideal board?

2. What steps might you take to develop the governing knowledge and skills of your board members?

3. What performance targets and standards should members of your board be accountable for?

4. What steps might be taken to deal with under-performing board members?


Key #3

Well-Designed Board Standing

Committees


Well-Designed Board Standing Committees

Ensure thorough preparation

for board meetings

Foster board member

governing expertise,

ownership and ego

satisfaction

Provide a forum for the CEO

and executive team

members to interact with

board members

Serve as vehicles for

determining how board

members should be engaged

in governing processes


Well-Designed Standing 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 operations, paratransit, human resources, etc.)

• Are standing, not ad hoc, committees

• Consist only of board members, along with staff in a support role


Form Follows Function

Board Governing Streams

Operational/Functional Silos

Planning Stream

Performance Oversight Stream

External/Stakeholder Relations Stream


Model Committee Structure


External/StakeholderRelations

Board

Performance Oversight/Monitoring

Planning and Development

Governance(Board Operations)

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’s report)

• Committee chairs and members are regularly rotated among committees

• An executive manager is assigned as chief staff to each committee


Two Key Roles Of Well-Designed Governing Committees:

1. Preparing for Board meetings: action recommendations and informational reports

2. Working with the CEO and executive team members in thinking through how Board members should be involved in key processes, such as strategic and operational planning, budget development, and performance monitoring


Twin Aims Of Governing Process Design

• To generate technically sound governing decisions and judgments.

• To engage Board members in a meaningful, proactive fashion so that they are transformed into satisfied owners of their governing decisions and judgments.


Your Board’s Planning Committee Works With The CEO In Determining How Board Members Will Be Involved In, For

Example:

Updating your authority’s

values and vision

statements

Shaping and adopting your

authority’s operating plan

and budget

Identifying strategic issues

and setting strategic goals


Your Board’s Performance Monitoring Committee Works With The CEO In Determining How Board Members Will Be Involved

In, For Example:

Updating major policies

(e.g., contracting)

Shaping and approving the

content and format of

performance reports to the

board

Assessing operational,

financial, and

administrative performance


Your Board’s External/Stakeholder Relations Committee Works With The CEO In Determining How Board Members Will Be

Involved In, For Example:

Representing your authority in

appropriate external forums

Updating your authority’s

desired image

Adopting marketing,

communication, and

stakeholder relations

strategies



1. What practical steps might you take to strengthen your board members’ involvement in annual operational planning and budget development?

2. How might you strengthen your board members’ involvement in strategic planning?

3. What steps might you take to improve the operational and financial performance reports that your board receives, making them more effective monitoring tools?

4. What could you do to strengthen your board members’ involvement in external relations?


Key #4

Meticulous Management Of The Board-CEO

Partnership


4 Keys To Maintaining A Healthy Board-CEO

Working Relationship

1. Make a board standing committee (typically Governance or Board Operations) responsible for the board-CEO working relationship

2. Adopt clear, detailed board-CEO (and senior executive) communication and interaction guidelines

3. Build a solid board chair-CEO working relationship

4. Employ a well-designed process for board evaluation of CEO performance


Board-CEO-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 and with executive team members

• Cardinal rule: The board gives direction only to the CEO and never to staff under the CEO.


2 Keys To A Solid Board Chair-CEO Working Relationship

• Board chair-CEO agreement on the basic division of labor

• Strong CEO support for the board chair, such as:

➢ Helping the board chair succeed in leading the board

➢ Paying attention to the board chair’s professional objectives


Regarding The Board Chair-CEO Division Of Labor

• The board chair is responsible for leading deliberations of the board and the governance committee

• The CEO is responsible for all authority operations, including directing staff

• The board chair and CEO share external/stakeholder relations

• Only the full Board collectively provides direction to the CEO, never the board chair



1. What guidelines should govern the CEO’s communication and interaction with board members (as a whole and individually)?

2. What guidelines should govern senior executives’ communication and interaction with board members?

3. What can the CEO do to help her board chair succeed in leading the board?

4. What concrete steps have you seen CEOs take to help the board chair achieve professional goals?


Board Evaluation of CEO Performance Is Intended To Result In Practical Steps To:

Strengthen CEO

performance

Address

relationship issues


A Sound Process For Board Evaluation of CEO Performance Is

• Handled by the Governance (Board Operations) Committee

• Is done at least annually – with the CEO present

• Is outcomes-focused, not functional (does not rely on board members filling out a functional questionnaire)

• Focuses on 2 performance tiers: (1) overall authority operational performance; (2) CEO-centric leadership targets that are negotiated with the Governance Committee


CEO-Centric Performance Areas

Board development and

support

Internal

operations/management

capacity building

External/stakeholder

relations

Strategic Organizational

Development


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