Gainful Governance

A Primer for Board Members

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Objectives

At the end of the workshop you will know:

The role, tasks & functions of a board Your role & responsibilities as a director How to expedite meetings & business How to facilitate rlnshps & links Some tips on maximizing your

resources

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So Why Did You Join a Board?

According to Gavin Perryman of Gavin Perryman & Associates, most people join boards for 1 of 2 reasons:

1. They want to learn, or 2. They want to make a difference.

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In the Beginning…

…a board is often a group of individuals who come together to pursue a collective dream. At this stage, there are no (or maybe just one) staff. Board members do almost all the work.

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As the organization grows…

…the demarcation line between board, volunteers and staff begins to emerge. Board members continue to be day-

to-day volunteers, and often take on

management functions if there is too

much for staff to do.

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All Grown Up?

• The society is managed & administered, & services are delivered, by paid staff.

• The board has a defined role & functions that normally DO NOT involve direct management or service delivery.

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Authority

In BC, societies are constituted under the Society Act

• Constitution – defines purpose and breadth of activities

• Bylaws –defines activities and provides rules society must comply with to act legitimately.

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Your Role as a Director

• Attend & participate in board meetings• Be objective & willing to listen open-

mindedly• Give the highest priority to the “total”

organization• Support the group decision-making process• Be aware of changing needs in your

community• Constantly evaluate your own changing

role and contribution to the board

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Board Functions

Boards have two types of functions:

• TASK FUNCTIONS – the actual tasks that you are appointed/elected to perform (stewardship & governance.)

• MAINTENANCE FUNCTIONS – the processes and approaches you use to carry out the “tasks”; the way you communicate, problem solve & make decisions, resolve conflict, orient new members, plan, manage projects, etc.

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Definitions

Stewardship is: the active oversight of organization governance by the board. (Building on Strength: Improving Governance and Accountability in Canada’s Voluntary Sector, Ed Broadbent, Chair: 1998)

Lead(ership) is: to act as a guide; show the way; to go first; be in advance; to take the directing or principal part. (Dictionary.com)

Governance is: the function of policy making, as distinct from the administration/operation of policy decisions. (Webster’s Dictionary)

Management is: the process of getting activities completed efficiently and effectively with and through other people. (Dictionary.com)

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Boards Must Govern

• Represent best interests of the organization

• Ensure continued relevance oforganization

• Legally responsible• Organizational and personal liability• Need clear direction to be effective• Members look for evidence of

good governance.

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8 Key Tasks of Governance

1.Steer toward the mission & guide strategic planning.

2.Be transparent, communicate with members, stakeholders & the public; make information available.

3.Develop appropriate structures4.Ensure the board understands its

role & avoids conflict of interest

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8 Key Tasks… – cont’d

5. Maintain fiscal responsibility6. Ensure an effective management

team is in place; oversee its activities

7. Implement assessment & control mechanisms

8. Plan for succession & diversity on the board.

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Duties of Governance

• Establish mission; communicate it and review it periodically

• Identify key elements to sustaining the mission and establish a strategic planning process to get there

• Approve a process for risk assessment & management

• Oversee & monitor achievement of the mission through evaluation of measurable goals & desired outcomes (rather than inputs or activities

-Building on Strength: Improving Governance and Accountability in Canada’s Voluntary Sector, Ed Broadbent, Chair: 1998

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Accountability vs. Responsibility

Accountability – those who exercise power and discretionary authority are answerable for all activities assigned or entrusted to them

Responsibility –the obligation to act or make a decision when authorized to do so

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Your Legal Responsibilities

Boards exist for legal reasons and act (make decisions) to keep the organization legal. Legal responsibilities of board members are to:

1. Act loyally – avoid conflicts of interest2. Act diligently – as expected of a reasonable

citizen3. Ensure the organization’s activities stay within

the mandate & objectives of the constitution4. Ensure the activities remain legal – act within all

applicable laws and reports as required

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“Best Practice” Board Tasks

• Strategy & Direction• Define planning mechanisms & process.• Develop a shared vision.• Agree on core values & operating principles.• Define strategic priorities & goals, with measurement criteria• Develop & maintain the policy framework for the organization

• Financial Strength: approve budget & business plans

• Systems & Controls: design & implement monitoring & evaluation process to protect the assets of the organization.

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“Best Practice” Tasks cont’d

• Asset Use & Security: protect the assets of the organization.

• Regulatory Compliance: ensure regulatory & legal compliance; fulfill legal & fiduciary requirements of the bylaws

• Communication: Ensure consistent message, image, “brand” & persona.

• Board Capacity & Effectiveness: Ensure appropriate board capacity & operating effectiveness; oversee the election & orientation to the board.

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“Best Practice” Tasks cont’d

• Executive Capacity: Hire the CEO and define CEO performance & evaluation metrics

• Management Team Capacity: ensure adequate succession planning to sustain the organization in the chosen direction.

- Western Management Consultants, 2008

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Principles for Effective Accountability

• Clear roles & responsibilities• Clear performance expectations• Balanced expectations &

capacities• Credible reporting; and• Reasonable review & adjustment

‘Guide to Corporate Governance. Saskatchewan Ministry of Health.

http://www.health.gov.sk.ca/board-governance-toolkit

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Boards are Accountable to:• Identify issues, set adequate

policy direction• Set (high) standards• Require staff & teams to

manage by results• Evaluate CEO/ED• Monitor policies • Deal with non-compliance issues• Create mechanisms for accountability &

reporting

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Typical Board Responsibilities

1. Mission & Strategic Objectives – set overall purpose – reason to exist, who is served, what services are provided, & what values & ethical guidelines are followed

2. Fiscal & Legal Oversight – ensure the organization behaves in a legally & ethically responsible manner

3. CEO Selection & Evaluation – choose the best person & ensure they perform at at satisfactory level of competence

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7 Board Responsibilities – cont’d

4. Boundary Spanning – represent interests of organization to stakeholders & interests of stakeholders to organization

5. Resource Development – support adequate funding to achieve objectives

6. Management Systems – ensure admin structures & policies, information systems, HR policies, etc. in place

7. Self-Management – self-evaluation to assess effectiveness

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Commitment is Critical

The key is commitment to a

common goal. When everyone

commits to the destination,

the focus can be on

getting there.

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The Challenge…

Everyone in the group is never at the same place at the same time; we all see the world through

different lenses.

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Stages of Board Development

Orientation Dissatisfaction Resolution Production

Stage 1: Forming Stage 2: Storming Stage 3: Norming Stage 4: Performing

Hi

Lo

Productivity/Competence

Morale/Commitment

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The Behavioural Challenge…(Board/Group Effectiveness)

Time

Degree of Difficulty

Knowledge

Attitude,

Beliefs &

Values

Individual

Acceptance

&

Behaviour

Group

Acceptance

& Behaviour

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Types of BoardsIINNEEFFFFEECCTTIIVVEE

MEDDLING MEDDLING BOARDBOARD

WORKING WORKING BOARDBOARD

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CONFUSED CONFUSED BOARDBOARD

MIXED MODEL MIXED MODEL BOARDBOARD

RUBBER STAMP RUBBER STAMP BOARDBOARD

GOVERNING GOVERNING BOARDBOARD

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Role of the Board Chair

• “First among equals”• Chairs board meetings• Develops partnership with ED• Speaks on behalf of organization• Problem solves, resolves conflict• Resource to board committees• Ensures board sticks to its own

policies

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The Chair Does NOT Have

• Any more “power” than any other board member

• A second, tie-breaking vote• A right to offer independent opinions

as those of the board or agency• A right to impose his/her own

agenda(s) on the board/agency

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Governing vs. Managing

• Difficult to do both• Staff are hired to manage• Board is accountable for the whole• Need clarity when directors are

acting as directors & when they are acting as volunteer workers

• Rubber stamping & interfering aren’t managing

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Delegation

When you delegate:1. State your objectives2. Clarify the area of authority3. Set deadlines for reporting & completing

assignments4. Set the degree of control required5. Be ready to modify your control constructively6. Evaluate accomplishment

Once you delegate, keep your hands off! And remember, delegation does not relieve you of accountability or of responsibility.

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Board/ED Relationship

• An effective Board relationship with its chief executive recognizes that the jobs of Board and executive are truly separate.

• Effectiveness calls for two strong, very different sets of responsibilities with a small interface.

• The interface portion deals with the necessary “common understandings” of the roles of the governance and management arms of an organization.

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Board/ED Relationship

Board responsibilities:• Directs management• Judges management actions• Approves management actions• Advises management• Receives information from

management• Acts as a public and community-

relations resource to management- Fram and Brown. Policy vs. Paper Clips

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Board/ED Relationship

BOARD

•Defines

•Determines

•Approves

•Monitors

•Evaluates

•Enables

CEO

•Recommends

•Implements

•Monitors

•Communicates

•Advises

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Board/ED Relationship

1. Roles2. Board expectations

of ED? ED’s expectations of board?

3. Who decides what, & where is it written?

4. Mutual interdependence

5. Clear & mutually agreed performance appraisal process

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Board Functioning

• Respect• Meeting

Management• Discussion• Voting• Confidentiality • Teamwork &

Solidarity

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RRONR - So Who is This Robert?

Parliamentary procedure facilitates orderly transaction of business so the results are satisfactory to all concerned -- or at least to a majority.Principles: Order – handle one thing at a time Equality – before the law or rule Justice – courtesy to all, partiality to none Right of the Minority – to be heard Right of the Majority – to rule

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The Board as a Team

Boards need to agree and be clear on : Common values & beliefs Processes for problem-solving, decision-

making and conflict management Internal & external communication

systems Goals, motivating tasks and defined

roles for members Principles that describe what members

can expect of each other

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Relationships

• Voluntary organizations are open systems that depend on the environment for the resources they need to survive and thrive. Developing & nurturing relationships is the key to survival.

• It’s a fundamental role of the board to reflect, listen to, and talk with key stakeholders of the organization. This helps keep the organization relevant.

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Branding“Successful organisations create strong brands that stand for something important to consumers—brands that speak to consumers in a way that is uniquely and explicitly relevant to their stage of life, self-image, culture, or specific motivation. Building an organisation around a brand requires a clear definition of the brand and consistent delivery of the ‘brand promise.’ Responsibility for the brand cannot be delegated to marketing alone. Ensuring an integrated brand experience–one that encompasses the entire customer experience–requires aligning the entire organization around the brand. Only then can an organisation truly leverage the power of the brand to drive sustained growth.”

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Managing Conflict

• Conflicts must be surfaced, faced and resolved - policies in place for big issues

• Effective teams practise the discipline to get the basics right – develop your team

• Seek out and supporteffective leadership

• Trust your ED.

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Linking with the Membership

Members “own” any voluntary organization. They have the right & responsibility to elect directors, appoint the auditor, request general meetings, vote at the AGM, & approve changes to the constitution & bylaws.

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Resources

• http://www.rulesonline.com/• http://www3.telus.net/gavinperrym

an/index.htm• http://www.ocolclo.gc.ca/docs/e/Bu

ilding_on_Strenght.pdf• Carver, John. Boards That Make a

Difference, 3rd Ed. Jossey-Bass:2006

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Evaluation

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