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WASBO Governance

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Page 1: WASBO Governance. Policy Governance Policy Governance is a precise, coherent model of governance that incorporates:  Clear underlying philosophy  Foundational

WASBO Governance

Page 2: WASBO Governance. Policy Governance Policy Governance is a precise, coherent model of governance that incorporates:  Clear underlying philosophy  Foundational

Policy Governance

Policy Governance is a precise, coherent model of governance that incorporates:

Clear underlying philosophy Foundational principles Operational structures and processes

Page 3: WASBO Governance. Policy Governance Policy Governance is a precise, coherent model of governance that incorporates:  Clear underlying philosophy  Foundational

Philosophy

Organizations such as WASBO exist for a specific set of purposes

WASBO Purposes are determined by its Owners (members)

The Board serves as a trustee body for the ownership

The Board’s primary task is to see to it that WASBO achieves the purposes identified by the owners

The Board is responsible to see to it that those purposes are achieved in a manner that reflects the values and priorities of the ownership

Page 4: WASBO Governance. Policy Governance Policy Governance is a precise, coherent model of governance that incorporates:  Clear underlying philosophy  Foundational

Guiding Principles#1. The Trust in Trusteeship

#2. Board as One Voice or Not at ALL

#3. Board Decisions are Policy Decisions

#4. Boards set Policy from Broadest Values

#5. Define and Delegate rather than React and Ratify

#6. Ends Determination is the Pivotal Duty of

Governance (Ends Policies)

#7. Board’s Best Control Over Exec. Dir. Means is to Limit,

not Prescribe (Executive Limitations Policies)

#8. Board must Explicitly Design its own Products and

Processes (Governance Process Policies)

#9. Board must Forge a Linkage with Exec. Dir. that is both

Empowering and Safe (Board/Management Relations Policies)

#10. Performance of the Exec. Dir. must be Monitored Rigorously,

but Only against Policy Criteria

Page 5: WASBO Governance. Policy Governance Policy Governance is a precise, coherent model of governance that incorporates:  Clear underlying philosophy  Foundational

Structure - Board Work

Linkages with Ownership

Policy Development

Monitoring Achievement of Purposes

Monitoring Compliance with Executive Limitations

Evaluating the Executive Director

Board Self-Evaluation

Ongoing Board Development

Page 6: WASBO Governance. Policy Governance Policy Governance is a precise, coherent model of governance that incorporates:  Clear underlying philosophy  Foundational

Policy Attributes

Policy is developed at the broadest level and refined only on a deliberate basis

Policy statements are value statements representative of the owners values and beliefs

Policy is “interpreted” by the Executive Director to determine operational practice (Ends and Executive Limitations policies)

Policy is “interpreted” by the Board Chairperson to determine operational practices of board (Governance Process and Board-Management Relationship policies)

Any reasonable interpretation of the policy is acceptable and may be shaped by way of policy refinement

Page 7: WASBO Governance. Policy Governance Policy Governance is a precise, coherent model of governance that incorporates:  Clear underlying philosophy  Foundational

Policy Types

Ends (the Board established outcomes for WASBO)

Executive Limitations (Parameters of the Executive Director)

Governance Process (Board’s operating structure)

Board/Executive Director Relationship (Defines Board and ED interactions and how they relate to one another)

Page 8: WASBO Governance. Policy Governance Policy Governance is a precise, coherent model of governance that incorporates:  Clear underlying philosophy  Foundational

Ends

Owner valued outcomes (the End-In-Mind)

Organizational Beliefs

Organizational Vision and Mission

Page 9: WASBO Governance. Policy Governance Policy Governance is a precise, coherent model of governance that incorporates:  Clear underlying philosophy  Foundational

Executive Limitations

Global Executive Constraints

Communication and Support to the Board

Treatment of Members

Treatment of Staff

Programs and Services

Financial Conditions and Activities

Budgeting

Asset Protection

Facilities

Facility Use

Page 10: WASBO Governance. Policy Governance Policy Governance is a precise, coherent model of governance that incorporates:  Clear underlying philosophy  Foundational

Governance Process

Global Governance Commitment

Governance Style

Board Job Description

Agenda Planning

Board Chairperson Role

Role of the Vice Chairperson Role

Board Member Code of Conduct

Board Committee Principles

Board Committee Structure

Cost of Governance

Page 11: WASBO Governance. Policy Governance Policy Governance is a precise, coherent model of governance that incorporates:  Clear underlying philosophy  Foundational

Board/Executive Director Relationship

Global Governance-Management Connection

Unity of Control

Accountability of the Executive Director

Delegation to the Executive Director

Monitoring Executive Director Performance

Page 12: WASBO Governance. Policy Governance Policy Governance is a precise, coherent model of governance that incorporates:  Clear underlying philosophy  Foundational

Meeting Agenda Components

Approval of Agenda

Consent Agenda• Operational (Exec. Dir. constructs)• Board routine work

Ownership Linkage • Communication with the

External Environment (based on annual

plan of work)

Board Development• Targeted Learning (based on

annual plan of work)

Policy Discussion• Review/Amend/Add (based

on annual plan of work)Assurance of

OperationalPerformance• Receipt of Monitoring

Reports • Exec. Dir. Interpretation• Justification

• Board self-assessment against Policy

Announcements

Adjournment

Page 13: WASBO Governance. Policy Governance Policy Governance is a precise, coherent model of governance that incorporates:  Clear underlying philosophy  Foundational

Annual Calendar Planning

Linkages (External/Internal)

Monitoring (Ends Achievement/Policy Compliance)

Policy Development/Review

Topical Board Work (Relevant)

Board Self Evaluation

Board Development

Executive Director Evaluation

Page 14: WASBO Governance. Policy Governance Policy Governance is a precise, coherent model of governance that incorporates:  Clear underlying philosophy  Foundational

QUESTIONS

Page 15: WASBO Governance. Policy Governance Policy Governance is a precise, coherent model of governance that incorporates:  Clear underlying philosophy  Foundational

Governance Process Policies

GP #1: Global Governance Policy

The purpose of the Board, on behalf of the WASBO members, is to see to it that WASBO (a) achieves appropriate results for the members at an appropriate cost and (b) avoids unacceptable actions and situations.

[ (a) is found in the Board’s Ends Statements and (b) is addresses through the Board established Executive Limiations]

Page 16: WASBO Governance. Policy Governance Policy Governance is a precise, coherent model of governance that incorporates:  Clear underlying philosophy  Foundational

GP #2a: Governing Style

The Board will govern lawfully, observing the principles of the Policy Governance model, with an emphasis on (a) outward vision rather than internal preoccupation, (b) encouragement of diversity in viewpoints, (c) strategic leadership more than administrative detail, (d) clear distinction of Board and Executive Director roles, (e) collective rather than individual decisions, (f) future rather than past or present, and (g) proactivity rather than reactivity

Page 17: WASBO Governance. Policy Governance Policy Governance is a precise, coherent model of governance that incorporates:  Clear underlying philosophy  Foundational

GP #3a: Governing Style: Level Three

1. The Board will cultivate a sense of group responsibility. The Board, not the staff, will be responsible for excellence in governing. The Board will be the initiator of policy, not merely a reactor to staff initiatives. The Board will not use the expertise of individual members to substitute for the judgment of the Board, although the expertise of individual members may be used to enhance the understanding of he Board as a body.

Page 18: WASBO Governance. Policy Governance Policy Governance is a precise, coherent model of governance that incorporates:  Clear underlying philosophy  Foundational

GP #3a: Governing Style: Level Three

2. The Board will direct, control, and inspire the association through the careful establishment of broad written policies reflecting the Board’s values and perspectives. The Board’s major policy focus will be on the intended long term impacts outside the staff organization, not on the administrative or programmatic means of attaining those effects.

3. The Boar will enforce upon itself whatever discipline is needed to govern with excellence. Discipline will apply to matters such as attendance, preparation for meetings, policymaking principles, respect for roles, and ensuring the continuance of governance capability. Although the Board can change its Governance Process policies at any time, it will scrupulously observe those currently in force.

Page 19: WASBO Governance. Policy Governance Policy Governance is a precise, coherent model of governance that incorporates:  Clear underlying philosophy  Foundational

GP #3a: Governing Style: Level Three

4. Continual board development will include orientation of new board members in the board’s governance process and periodic board discussion of process improvement.

5. The Board will allow no officer, individual, or committee of the Board to hinder or serve as an excuse for not fulfilling group obligations.

6. The Board will monitor and discuss the board’s process and performance at each meeting. Self-monitoring will include comparison of board activity and discipline to policies in the Governance Process and Board-Management Delegation categories.

Page 20: WASBO Governance. Policy Governance Policy Governance is a precise, coherent model of governance that incorporates:  Clear underlying philosophy  Foundational

GP #2b: Board Job Description

Specific job outputs of the Board as an informed agent of the membership are those that ensure appropriate association performance.

Page 21: WASBO Governance. Policy Governance Policy Governance is a precise, coherent model of governance that incorporates:  Clear underlying philosophy  Foundational

GP #3b: Board Job Description: Level Three

1. Authoritative linkage between the members and the operational organization.

2. Written governing policies that realistically address the broadest levels of all organizational decisions and situations

a. Ends: The organizational impacts, benefits, outcomes; recipients, beneficiaries, impacted groups; and their relative worth in cost or priority.

b. Executive Limitations: Constraints on executive authority that establish the prudence and ethics boundaries within which all executive activity and decisions must take place.

Page 22: WASBO Governance. Policy Governance Policy Governance is a precise, coherent model of governance that incorporates:  Clear underlying philosophy  Foundational

c. Governance Process: Specification of how the board conceives, carries out, and monitors its own task

d. Board-Management Delegation: How power is delegated and its proper use monitored, the Executive Directors role, authority, and accountability.

Page 23: WASBO Governance. Policy Governance Policy Governance is a precise, coherent model of governance that incorporates:  Clear underlying philosophy  Foundational

Policy GP #2c: Chief Governance Officers (Board Chair’s) Role

The chief governance officer, a specially empowered member of the Board, ensures the integrity of the Board’s process and, secondarily, occasionally represents the Board to outside parties.

Page 24: WASBO Governance. Policy Governance Policy Governance is a precise, coherent model of governance that incorporates:  Clear underlying philosophy  Foundational

GP #2d: Board Secretary’s Role

The board secretary is an officer of the Board whose purpose is to ensure the integrity of the Board’s documents.

Page 25: WASBO Governance. Policy Governance Policy Governance is a precise, coherent model of governance that incorporates:  Clear underlying philosophy  Foundational

GP #2e: Board Members Code of Conduct

The Board commits itself and its members to ethical, businesslike, and lawful conduct, including proper use of authority and appropriate decorum when acting as board members.

Page 26: WASBO Governance. Policy Governance Policy Governance is a precise, coherent model of governance that incorporates:  Clear underlying philosophy  Foundational

GP #2f: Board Committee Principles

Board committees, when used, will be assigned so as to reinforce the wholeness of the Board’s job and so as to never interfere with delegation from Board to Executive Director

Page 27: WASBO Governance. Policy Governance Policy Governance is a precise, coherent model of governance that incorporates:  Clear underlying philosophy  Foundational

GP #2g: Cost of Governance

Because ineffective board governance costs more than learning to govern well, the Board will invest in its governance capacity.

Page 28: WASBO Governance. Policy Governance Policy Governance is a precise, coherent model of governance that incorporates:  Clear underlying philosophy  Foundational

Board-Management Delegation Policies

BMD #1: Global Board-Management Delegation Policy

The Board’s sole official connection to the operationa organization, its achievements, and conduct will be through a chief executive officer, titled Executive Director.

Page 29: WASBO Governance. Policy Governance Policy Governance is a precise, coherent model of governance that incorporates:  Clear underlying philosophy  Foundational

BMD #2a: Unity of Control

Only officially passed motions of the board are binding on the Executive Director.

BMD #2b: Accountability of the Executive Director

The Executive Director is the board’s only link to operational achievement and conduct, so that all authority and accountability of staff, as far as the board is concerned, is considered the authority and accountability of the Executive Director

Page 30: WASBO Governance. Policy Governance Policy Governance is a precise, coherent model of governance that incorporates:  Clear underlying philosophy  Foundational

BMD #2c: Delegation to the Executive Director

The Board will instruct the Executive Director through written policies that prescribe the organizational Ends to be achieved and proscribe organizational situations and actions to be avoided. Allowing the Executive Director to use any reasonable interpretation of these policies.

BMD #2d: Monitoring Executive Director Performance

Systematic and rigorous monitoring of Executive Directors job performance will be solely against the only expected ED outputs; organizational accomplishment of board policies on Ends and organizational operation within the boundaries established in board policies on Executive Limitations