1EPAC Board Orientation July 2011
EPAC Board OrientationJuly 20, 2011
• Introductions and Information Sharing• EPAC History and Status• Governance Framework• Roles and Responsibilities• Board Operations• Conflict of Interest• Director Education• Action Planning
2EPAC Board Orientation July 2011
What we bring to boards
EXPERIENCE + KNOWLEDGE + REFLECTION - EGO = WISDOM
Bring your wisdom to this and all other
board discussions
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3EPAC Board Orientation July 2011
Sharing
• Why did EPAC matter to you enough to volunteer for the Board?
• What do you see as the highest potential for your Board service to EPAC?
• How many other boards have you sat on and in what capacity?
• Name one thing about you that has nothing to do with EPAC or work
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4EPAC Board Orientation July 2011
EPAC History
Formed in 1995 (incorporated 1996) in a Toronto bar after an EthicsCentre CA event - it was building corporate awareness of ethics but not helping organizations act on that awareness
Perceived as a service first to organizations that wanted to be more ethical, and only second to members
From the start, wanted to “raise the bar”
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5EPAC Board Orientation July 2011
EPAC Past
Initial efforts focussed on the Ethical Standards for practitioners and the Competency Profile
National and regional education events Regional chapter system - pre-dated by
Ottawa Round Table so a continued success only in Quebec• chapters existed in Halifax, Toronto (2 types),
Calgary/Edmonton, North Bay/Sudbury
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6EPAC Board Orientation July 2011
EPAC Status
Federally incorporated not-for-profit (will be affected by the new federal act and have to write new bylaws)
Has not sought charity status - yet? Member of Volunteer Canada to get
directors and officers insurance Funded solely through dues and “pay to
play” fees (non-dues revenue)6
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Questions on Status?
More info on past at http://www.epac-apec.ca/magazine/2010-no-1-english-canadian-leadership-ethics-practice-moving-forward
Chair’s report May 2011 on plan status doesn’t seem to be on the website any more
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8EPAC Board Orientation July 2011
What is Governance?
The provision of guidance and direction to an organization, to achieve its purpose,
reflect its key values, be accountable and fulfill its responsibilities to stakeholders.
Governance is a process not a structure. The Board is a key structure within the
governance process8
9EPAC Board Orientation July 2011
Governance Criteria
EPAC envisions a world where people and organizations behave ethically and responsibly
EPAC will uphold the following values in society and in its own operations, and encourage all individuals connected with EPAC to do the same:
1.Have the courage to act with integrity and stand up for the public good
2.Take responsibility to lead and act ethically and help others to do so as well
3.Respond willingly to positive change, and champion the growth of knowledge and wisdom
4.Respect people in all their diversity and encourage living in harmony
5.Be guardians of democracy and civil society
6.Act with transparency except when privacy or confidentiality are the more ethical choices 9
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EPAC Board Orientation July 2011
EPACGovernance Framework
Bylaws and letters patent Members (voting) Board of size 3 - 12 Volunteer officers Board committees Non-board volunteers Limited fee-for-service support
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EPAC Board Orientation July 2011
Board Composition
EPAC membership was intended to include ethics officers, consultants, academics & students across Canada
Board to reflect same diversity - that’s been a challenge since membership is clustered
Comments on Framework and Composition?
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EPAC Board Orientation July 2011
NonprofitGovernance Models
No current model has wide support “One size fits all” solutions are not
acceptable Choices must reflect the culture,
history, people and life cycle stage Legal restrictions but limited liability
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EPAC Board Orientation July 2011
Nonprofit BoardResponsibilities
• Build and Engage Community
• Set Direction
• Ensure Resources
• Provide Oversight
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EPAC Board Orientation July 2011
Build and Engage Community
Benefit the community (is that Canada?) Generate creative ways to improve results Collaborate for maximum community impact Engage stakeholders in decision-making Keep current on the community and sector Promote EPAC in the community Share knowledge to create better public
policies & legislation (but advocacy is usually avoided in EPAC)
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EPAC Board Orientation July 2011
Set Direction
Develop and maintain focus on Vision and Mission
Articulate, safeguard, model and promote organizational values
Establish and oversee implementation of strategic directions
Delegate authority for organizational management/operations (difficult in EPAC but it does happen)
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EPAC Board Orientation July 2011
Ensure Resources
Identify the human, financial & other resources needed for mission achievement
Establish policies for how resources will be acquired
Ensure necessary resources are made available to achieve planned results
Safeguard assets & manage risks
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EPAC Board Orientation July 2011
Provide Oversight(How Will We Know It Happened?)
Monitor organizational health and strategic plan progress, and evaluate outcomes
Monitor if Board direction has been followed Ensure compliance Hire, set objectives with and evaluate the
senior staff person, and plan for succession (not applicable to EPAC)
Oversee the effective functioning of directors and the Board, and plan for succession
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EPAC Board Orientation July 2011
Legal Duties of Directors
Duty of Care - make prudent decisions• Skill and Competence• Diligence - information, attendance
Duty of Loyalty - make them in the best interests of the organization (NOT the best interests of those you “represent”)
Duty of Obedience to laws and rules
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EPAC Board Orientation July 2011
How to Carry out Roles/Make Decisions
Alignment with Mission and Strategic Plan (or amend Plan)
Values-Based Decisions Intentional Board Practices Respectful Group Dynamics
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EPAC Board Orientation July 2011
Board Operations
Advance agendas and advance decision support information
Discussion before motions (no Robert’s Rules!)
Informal discussions, formal minutes Most decisions are by consensus but
consensus is not required Assigned actions
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EPAC Board Orientation July 2011
What Practices Supportthe Work of a Board?
Information flow Opportunities for discussions Quality Board recruitment Continuous learning Officers and committees Accountability for delegated authority
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EPAC Board Orientation July 2011
Board Information
Boards cannot claim ignorance - it is up to boards to identify:• What they need to know for decision-
making and monitoring• What strategic information they want• When and how to receive• Who should analyze/develop
options/recommend (e.g., which committee)
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EPAC Board Orientation July 2011
Decisions at EPAC
How well supported do you feel so far? If not fully, what’s missing?
How good are the decisions so far? If not consistently high, why?
What changes would help?
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EPAC Board Orientation July 2011
Board Meetings
✤ Focus on informed group decisions✤ No time spent conveying information
that could have been sent in writing✤ Treat time as very valuable, and expect
full attendance✤ Discuss only board-level items✤ Respectful but participatory and
challenging24
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EPAC Board Orientation July 2011
Board Meetings Cont’d.
✦ Every agenda should be unique✦ Rules used only occasionally when an
item is contentious✦ Put decisions up-front - people are
fresh, have quorum
How are we doing so far?
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EPAC Board Orientation July 2011
Board Minutes
✦ A critical historical record AND a potential good communications vehicle to prove transparency. Write for release after approval even if not normally made public
✦ A record of decisions and significant discussion points, not ‘who said what’ & no personal privacy info
✦ EPAC has little need for private In Camera sessions but could use, e.g., to discuss Pat’s services
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EPAC Board Orientation July 2011
Committee Structure
Approved but only partly active Will need revision after planning retreat
- e.g., no committee yet on developing tools or resources
Questions/comments so far on the committee use?
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EPAC Board Orientation July 2011
Conflict of Interest
A situation in which a person has a private
and personal interest sufficient to appear to
influence the objective exercise of his or her
official duties
Is anyone aware of current COI issues at
EPAC?
•How well is it working?28
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EPAC Board Orientation July 2011
Managing Conflict
Avoid ongoing conflicts Manage occasional ones with:
• strong process including declaration, avoiding influence, absence
• extra care in decision-making and documentation
• careful recruitment• forcing the issue when necessary
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EPAC Board Orientation July 2011
Director Education
Should happen at every meeting - learn something about the ethics sector, governance, related area
Can arrange other education like this session
No funds to send directors on professional development
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EPAC Board Orientation July 2011
Education Needs
Reading financial statements already raised
How should we address this?
What else?
And how would you like it delivered?
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EPAC Board Orientation July 2011
Board Action Planning
Overall, what needs to change? What are the top priorities for change? Who will lead the changes? When will progress be evaluated?
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EPAC Board Orientation July 2011
What Will a Successful EPAC Board look like?
Success Measures Outstanding Questions/Issues? Learnings from today?