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Help Your Board Assess its Way to High Performance 2012 ASAE Annual Meeting Dallas, TX August 13, 2012 3:15 PM - 4:30 PM Les Wallace, Ph.D. 1 © Signature Resources Inc. 2012

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Help Your Board Assess its Way to High Performance

2012 ASAE Annual MeetingDallas, TX

August 13, 2012 3:15 PM - 4:30 PM

Les Wallace, Ph.D.

1© Signature Resources Inc. 2012

The 21st C—It’s Different

Speed: blinding, touching every aspect of life.

Complexity: quantum leap mixing related forces.

Risk: upheaval raises risks of “new ideas.”Change: sudden, radical, constituent demands.

Surprise: unimaginable—challenging sensibility.

Organizational Size: enterprise complexity, geo-footprint, governance competency, member needs tracking, consensus building, speed of decision-making are all impacted.

2© Signature Resources Inc. 2012

Economic Value of Governance

Engagement /Service /

Level

Economic Value

Volunteer @ hourly level (events, meetings, focus groups,

surveys)

$50/hr.

Committee / Task Force Service

$150/hr. St./Regional

$250/hr National

National Board $500/hr.

3© Signature Resources Inc. 2012

Board Self Assessment

• Association Governance is demanding.• Annual self assessments are commonplace

with high performance boards.• In the high risk world of publically traded

companies, the Securities and Exchange Commission requires an annual board self assessment.

• Continual learning is important to sustain excellence.

4© Signature Resources Inc. 2012

Why Self-Assessments?

High Performance governance is a strategic advantage.

All complex systems benefit from tune-ups. Assessment drives continual learning and

excellence in governance. Timely corrections and interventions smooth

out wide fluctuations in performance. Give voice to all board members. Create confidence in governance.

5© Signature Resources Inc. 2012

Board Self Assessment

• Adopt a board policy on self assessment.

• Typically a Governance / Nominating or Executive Committee responsibility.

• Annually: broad spectrum or micro: doesn’t matter—do something.

• Broad spectrum governance assessment every four years—more targeted assessment in other years.

• Always confidential!6© Signature Resources Inc. 2012

5 Self Assessment Models

Real Time discussion each meeting. Annual survey assessment of one

element of governance. Full spectrum governance

assessment survey. Customized telephone survey. Board member to Board member

feedback.

6th Option: Outside Expert Review.7© Signature Resources Inc. 2012

Each Meeting Assessment

Real Time discussion each meeting. Agenda well prioritized? Sufficient dialogue on topics / decisions? Sufficient time on strategic issues? Pre-meeting materials adequate / timely? Adjustments identified for next board

meeting? Plan-Do-Assess-Act.

8© Signature Resources Inc. 2012

Annual Assessment of 1 Element

Financial oversight / reporting. Strategy. Constituent feedback and data

tracking. Committees. Task forces. Meetings and agendas. Board recruitment and development.

9© Signature Resources Inc. 2012

Full Spectrum Assessment

Mission, vision, values. Strategy Process and Tracking. Fiscal performance and oversight. Board Roles / responsibilities. Board structure, makeup, recruitment. Board dynamics. Enterprise Risk Management. Meetings / agendas. CEO feedback / evaluation.

10© Signature Resources Inc. 2012

Customized Telephone Interviews

Conducted by outside objective third party. Selected governance processes (fiscal,

planning, committees, etc.). CEO / Board partnership. Strategy. Board development. What’s working well, needs attention.

…other targeted, organizational specific Q’s.

11© Signature Resources Inc. 2012

Member to Member Feedback

What might [name] do to add even greater value to our governance?

----------------------------------------- Or… a series of specific questions: Participation / engagement. Preparation knowledge. Development. Confidential—best facilitated by a 3rd

party.12© Signature Resources Inc. 2012

1st Things 1st…

…the House is in order! Organizational activities aligned & producing acceptable

achievement. Financial health stable with 6-12 mo. operating reserve. Strategic plan provides live compass points for future

transformation & impact. Annual refresh! Audit committee evolving into ERM mindset. CEO competent and has Board confidence. [Annual

review] By-laws, policies, up to date (3 yr. review cycle). Constituent support stable: membership #s, wallet share. Highly competent constituents available for Board. Board makeup mirrors geographic and demographic

footprint.13© Signature Resources Inc. 2012

Competent

Board job descriptions ID leadership competencies required.

Nominations / applications / candidate forums confirm competencies.

Term limits (formal or informal) assure board and officer turnover and infusion of fresh perspectives.

Governance Leadership succession program in place develops future leaders from the field early… 2-5 years out.

Outside board members add competency and perspective. No emeritus status board members. Board members failing the involvement / attendance / conduct

standards are removed for cause: bylaws are specific to these expectations.

Balanced scorecard “dashboard” provides efficient oversight vs information overload and helps board stay out of the weeds.

14© Signature Resources Inc. 2012

Competent

Meeting agendas are strategic and high priority focused vs operational & activity based.

Real time assessment of effectiveness following each board meeting.

Annual self-assessments and development plans drive improvement.

All committees / task forces have written charters and clearly identified outcomes or deliverable expectations.

Committee charters reviewed every 2 years. A dose of governance leadership development at every

meeting (+/- 15 minutes).

15© Signature Resources Inc. 2012

Strategic

75% of board agenda devoted to strategic topics—future facing.

Strategic plan in place looking 3-5 years out. Annual re-confirmation / refresh of strategic plan. Plan draws heavily upon market. Inclusive input on strategic plan: past board members committee members professional thought leaders focus groups potential board members in your succession pipeline

16© Signature Resources Inc. 2012

Constituent Focus

2-4 x year checks on “member” value & satisfaction (two different issues).

Satisfaction = Value = meets my needs.

Board voice represents a diverse broad spectrum of membership.

Strategic agenda helps brand the organization. Robust & open communication strategy links members

to Board: newsletter, Tweets, Facebook, dynamic website, communities blogs.

17© Signature Resources Inc. 2012

Transparent / Generative Tone

Unrushed board agendas assure generative dialogue occurs with 50%-75% of board agenda.

Characterized by candid discussions with appreciative respect for diverse points of view.

Transparent—no back room agendas, limited use of “executive / closed session.”

Transparent--robust information available to constituents through dynamic web site / publications (performance indicators / dashboards available on web site).

Committee proceedings available in real time to board. Greater use of “virtual meetings”.

Governance As Leadership (Richard Chiat)

18© Signature Resources Inc. 2012

Clarity in Direction to Exec. Team

Platinum quality alignment between Board and CEO on goals and performance.

Twice a year performance feedback to CEO (brief mid-year & full annual review)—competency based

CEO/ key staff reports are “outcomes” & “exceptions” based vs “activity” based; strategic vs administrative detail. Effective use of “executive summaries” and “consent agenda.”

19© Signature Resources Inc. 2012

Contact Info:

Les Wallace, Ph.D.President

Signature Resources Inc.www.signatureresources.com

[email protected]

20© Signature Resources Inc. 2012