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GovernancGovernancee
Critical FactorsCritical Factors for Board & Staff for Board & Staff EffectivenessEffectiveness
Claude Paul Boivin, Claude Paul Boivin, CAE August 24, 2007CAE August 24, 2007
This SessionThis Session
Defining governanceDefining governance
From stewardship to From stewardship to leadershipleadership
Mastering board mechanicsMastering board mechanics
Grasping the human dynamicsGrasping the human dynamics
Top ten list & Top ten list & 3 golden rules3 golden rules
Governance = Governance = SteeringSteering
Governance: process Governance: process whereby organizations take whereby organizations take decisions - leaders are decisions - leaders are selected - powers are selected - powers are conferred - strategic conferred - strategic directions are set - directions are set - performance is monitored performance is monitored and account is rendered.and account is rendered.
Decision makingDecision making Exercising powerExercising power
You exist to make your You exist to make your members more successfulmembers more successful
The Board managesThe Board manages tomorrowtomorrow,,
and and
the staff managesthe staff manages todaytoday
““I skate to where the puck I skate to where the puck is going to be, not to is going to be, not to where it was”where it was”
Wayne GretzkyWayne Gretzky
Strategic PlanningStrategic Planning
MissionMission – – BoardBoard VisionVision – – BoardBoard
StrategiesStrategies – – Board/staffBoard/staff Action PlansAction Plans – – StaffStaff
PrioritiesPriorities – Board– Board
““Every classroom in America will be Every classroom in America will be connected to the Internet by the year connected to the Internet by the year
2000” 2000” Bill Clinton, Feb. 4, 1997Bill Clinton, Feb. 4, 1997
““A chicken in every pot”A chicken in every pot”Franklin D. Roosevelt, Franklin D. Roosevelt,
19321932
““The United States will have a man on the The United States will have a man on the moon by the end of the decade.”moon by the end of the decade.”
John F. KennedyJohn F. Kennedy
VisioVisionn
Figure Out What to Figure Out What to IgnoreIgnore
““Priorities exist so we Priorities exist so we
can say can say nono to good to good
ideas”ideas”
Risk ManagementRisk Management
Staff – identifies risksStaff – identifies risks
Board – accepts risksBoard – accepts risks
Minimize what could go Minimize what could go wrongwrong
Risk ManagementRisk Management
1.1. Identify key risksIdentify key risks- Illegal activity- Illegal activity
- Breach of controls- Breach of controls
- Contractual obligations- Contractual obligations
2.2. Prioritize risksPrioritize risks- Low- Low
- Moderate- Moderate
- High- High
- Extreme- Extreme
AccountabilityAccountability
TransparencyTransparency
Director independenceDirector independenceRobust audit committeesRobust audit committeesRegular staff reportingRegular staff reportingInformation to membersInformation to members
New legislation coming (Bill New legislation coming (Bill C21)C21)
Two trendsTwo trends From standing committees to ad From standing committees to ad
hoc task forceshoc task forces Leadership development Leadership development
committeecommittee
Three tipsThree tips The grey zoneThe grey zone Your Chair’s motivationYour Chair’s motivation Know your BoardKnow your Board
Tools for board Tools for board managementmanagement
CSAE’s “Duties of Directors” CSAE’s “Duties of Directors”
CSAE’s website CSAE’s website Board responsibility check listBoard responsibility check list Board evaluation toolsBoard evaluation tools Board/Chair job descriptionsBoard/Chair job descriptions Effective committee mandatesEffective committee mandates Board orientation guidelinesBoard orientation guidelines
Consent/strategic agenda Consent/strategic agenda By-lawsBy-laws
#10 Get in a leadership mode#10 Get in a leadership mode ……from stewardship to leadershipfrom stewardship to leadership
#9#9 Be connected with membersBe connected with members……they own the associationthey own the association
#8 Commit to the future#8 Commit to the future……the Board manages tomorrowthe Board manages tomorrow
#7 Focus on the priorities#7 Focus on the priorities……build a strategic Board build a strategic Board (say no to good (say no to good
ideas)ideas)
#6 Understand the risks#6 Understand the risks ……develop an information protocoldevelop an information protocol
Top 10Top 10
#5 Ensure you are accountable#5 Ensure you are accountable… … be proactive on transparencybe proactive on transparency
#4 Get the Board mechanics right#4 Get the Board mechanics right...adopt the basic tools...adopt the basic tools
#3 Accept the grey zone #3 Accept the grey zone ……complementary and shared responsibilitiescomplementary and shared responsibilities
#2 Know your Chair/Board#2 Know your Chair/Board……understand their motivationunderstand their motivation
#1 Remember: #1 Remember: you exist to make you exist to make your members more successfulyour members more successful
Top 10Top 10
3 3 GoldenGolden Rules for Rules for Successful GovernanceSuccessful Governance
1.1. Be strategic Be strategic
2.2. Be accountable Be accountable
3.3. Be fiscally Be fiscally responsibleresponsible
You exist You exist
to make your members to make your members
more successfulmore successful
Claude Paul Boivin, Claude Paul Boivin, CAE August 24, 2007CAE August 24, 2007