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The Source: Twelve Principles of Governance that Power

Exceptional Boards

Presenters:Carolyn WilliamsDr. Lynn Perry Wooten

AGENDA THE APPROACH

RULES

OUTCOMES

• Everyone Participates

• Build on Each Others

Ideas

• Linking Governance

Principles with Actions

• The mindset and skill set

to create high performing

boards

• Conversation Starter

•The “Work” of Boards

•Dialoguing the 12 Principles

• Strategizing Actions

• Discussion & Questions

Twelve Principles of Governance that Power Exceptional Boards

Action learning through knowledge sharing, exercises and reflection

Conversation Starter

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Why do boards have performance management issues?

A decade's worth of research suggests that board performance is at best

uneven and at worst highly dysfunctional... The experiences of

serving on a board -- unless it is high functioning, superbly led, supported by

a skilled staff and working in a true partnership with the executive -- is quite

the opposite of engaging.

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Sources of Board Dysfunction

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From Dysfunction-ing toFunctioning Boards

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Board Competencies of Functioning Boards

Board Work

Fiduciary

Boundary-Spanning

GenerativeLearning

Strategic

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The Familiar Work of Boards

Fiduciary

• Financial discipline, managerial oversight, and fidelity to the mission of the organization

Strategic

• Aligning of internal capabilities, strengths, and weaknesses to external opportunities in order to maximize impact

The Learning Board

• The “Learning Board” continually expand its capacity to create the results they truly desire, new and expansive patterns of thinking are nurtured, collective aspirations are embraced, and board members are continually learning to learn together. A learning board is a product of:

– A Shared Vision

– System Thinking & Mental Models

– Personal Mastery

– Team Learning

Governance as Leadership:Generative Thoughts, Dialogue, and Actions

The capacity of board members to wrestle with “problems and opportunities” that drives strategy, policy, and problem-solving in an organization.

Generative Board Work• Looking outside of the usual

framework of overall operations and being mindful of the organization’s mission.

• Framing difficult questions through a political, strategic, culture, and structural lens.

• Probing underlying assumptions about the organization and identifying the underlying values and actions that should drive strategy and tactics.

BOUNDARY SPANNING LEADERSHIP(Ernst & Chrobot-Mason, 2011)

• Boundary spanning leadership is the ability to create directions, alignment and commitment across boundaries in service of a higher vision or goal.

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The Five Types of Boundaries

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Boundary Type

Leadership Activities

Vertical Leading across levels, rank, seniority, authority & power

Horizontal Leading across functions, units, peers & expertise

Stakeholder Leading at the interchange of an organization and its external partners

Demographic Leading between diverse groups

Geographic Leading across distance, locations, cultures, regions & markets

Twelve Principles of Governance that Power Exceptional Boards

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The Twelve Principles of Governance That Power Exceptional Boards

Constructive Partnership

Mission Driven

Strategic Thinking

Culture of Inquiry

Independent Mindfulness

Ethos of Transparency

Compliance with Integrity

Sustaining Resources

Results-Oriented

Intentional Board Practices

Continuous Learning

Revitalization

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Linking Roles with the Twelve Principles of Governance That Power Exceptional Boards

• Strategic Thinking

• Independent Mindedness

• Results Oriented

• Ethos of Transparency

• Compliance with Integrity

• Sustaining Resources

• Culture of Inquiry

• Continuous Learning

• Revitalization

• Constructive Partnerships

• Mission Driven

• Intentional Board Practices

Conductor Creator

CatalystConservator

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The Conductor

• “Conducts” business by

– Focusing on governance;

– Having a clear understanding of the organization’s vision and mission and how its resources work together to achieve the organization’s goals.

• Leads by letting the organization shine.

• Coaches and provides feedback to the chief officer.

• Ambassadors beyond the boardroom.17

The Work of the Conductor

• The board & chief are interdependent.

• External ambassador & liaison; boundary-spanning activities.

Constructive Partnerships

• Upholding the mission.

• Ensure congruence between decisions and the organization’s vision, mission, and values.

Mission-Driven

• Governance duties support organizational priorities.

• Investments in structures, routines & systems.

Intentional Board Practices

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The Conservator

• A guardian or protector of resources

• The traditional fiduciary role that entails financial discipline, managerial oversight, and fidelity to the mission of the organization

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The Work of the Conservator

• Ensure that donors and stakeholders have access to accurate and the appropriate information.

• Ensure board members have equal access to relevant materials.

Ethos of Transparency

• Promote ethical values and disciplined compliance.

• Establish mechanisms for oversight, such as external audits and reviews.

Compliancewith Integrity

• Build bridges between vision and resources through managing finances and leveraging expertise.

• Link budgeting to strategic planning.

Sustaining Resources

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The Creator

• Complementary to a “generative” acting board.

• Emphasizes the creation of resources and opportunities.

• Innovative-thinking is a focus area.

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The Work of the Creator

• Questions are the norm.

• Constructive debates and challenging assumptions are embraced.

Culture of Inquiry

• Learning at the individual, board, and organizational levels are essential.

• Assessments, value-added, and performance evaluations direct learning activities.

Continuous Learning

• Futuristic-thinking.

• Energizing through planned turnover, thoughtfulness, recruitment, and inclusiveness.

• Understand the value of diversity and fresh perspectives.

Revitalization

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The Catalyst

• Builds the bridge between the organization’s actions and its performance.

• Seeks to understand the organization’s value proposition and what drives its resource engine.

• Provocateur for results.

• “Winning” is important.

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The Work of the Catalyst

• Allocate time and engage in strategic thinking to hone and refine the organization’s direction,

• Strategy is aligned with agenda, goals, board recruitment and the CEO’s assessment.

Strategic Thinking

• Apply rigorous conflict of interest procedures.

• Board member place the organization’s interest above all else when making decisions.

• Votes are not “unduly” influenced.

Independent Mindedness

• Measures the organization’s progress to its mission and evaluates the performance of major products and services.

• Benchmarks peers.

• Gauge efficiency, effectiveness, quality, impact and ROI.

Results-Oriented

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Strategizing Actions

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The Work of Good to Great (Collins, 2005)

Passion – What the organization stands for and why it exists

Best at —What the organization can

uniquely contribute to the people it

touches—better than any other

organization on the planet

Resource Engine —Understanding what

best drives your performance

Time

Money

Brand

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Managing the Paradoxes of Board Work

Internal-Oriented External-Oriented

Self-Centered The Interest of Others

Focused Flexible

Incremental Breakthrough

Short-Term Performance Long-Term Performance

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Board Work: The Circle

Recruitment

On-Boarding

Engagement

Continuous Development & Nurturing

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Dialogue & Action

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Departing Quote

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