Practical Board Management

Derek Hendrikz Consulting

derek hendrikz

Copyright © 2016

Derek Hendrikz Consulting

www.derekhendrikz.com

1. Clear documented rules of engagement

2. Clear mission and objectives

3. Independence

4. No conflict of interest

5. Confidentiality

6. Effective performance monitoring mechanisms

Best Practices for Board Governance…

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• Do we have the right information at the right time to make

decisions?

• Is too much time spent producing the numbers rather than gaining

real insight?

• Is our performance measures accurate enough to provide insight to

organisational performance?

• Do the reports we seek address the objectives of the Board?

• Are the reports we receive an accurate indication of reality?

Questions to ask regarding Reporting…

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quality NOT quantity

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• Audit Reports

• Strategic Performance Reports

• Operational Performance Reports

• Financial Statements

• Remuneration structure for executives

• All media reporting on the organisation

• Organisational structure charts

• Committee feedback reports

• Feedback from culture and climate surveys

• Feedback on impact studies

What information should the board have?

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• Purports to bind the company or authorise the taking of any action by or on

behalf of the company without the requisite authority;

• Acts in the name of the company in a way that is false or misleading; or

• Knowingly or recklessly signs or consents to the publication of a financial

statement which is false or misleading.

General Liability of Directors…

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Directors are held personally liable to the company and to

any other affected person where such director…

Board & Committee Structures

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• A board's activities are determined by the powers, duties, and

responsibilities delegated to it or conferred on it by an authority

outside itself.

• These matters are typically detailed in the organization's constitution.

• Such constitution should specify the number of members of the

board, how they are to be chosen, and when they are to meet.

• Furthermore the constitution should contain a set of values which

dictate the behaviour of the board.

Powers of the Board…

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Committees, Task Force and Commissions…

• Commissions and task forces are short-term projects established

with a defined deadline to issue a report or a study.

• Commissions mostly engage in legal enquiries, whilst a task force

will engage in an expert investigation.

• Advisory committees provide ongoing support and guidance for

an issue and are asked to weigh in on various topics as they crop

up.

• All above are work groups…

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Committee Structure…

Entity: Purpose:

Standing Committees Assists the board in doing their work

Ad Hoc Committees Assists the board in ‘once-off’ project-based work

Task Forces Solves specific problems, then dissolves

Advisory councils Provides specific advice on a long term basis

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Standing Committees…

Committee: Purpose:

Executive

Committee

• Represents board in cases where it is difficult to get board together

• Advises the CEO

• Liaison between CEO and full board

• Oversight of CEO

Audit

Committee

• Selects auditor

• Receives audit report

• Discusses management letter with full board

• Audits expenses of board

Governance

Committee

• Board recruitment, orientation & education

• Identifies vacancies in the board

• Scouting and recruiting members

• Nominates new board

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Standing Committees (cont…)

Committee: Purpose:

Finance

(budget)

Committee

• Oversees preparation of annual budget

• Oversees financial management

• Oversees financial performance

Membership

Committee

• Develops criteria for membership and credentialing of members

• Oversees elections

• Develops and delivers programmes for members

Programme

Committee

• Oversees organisational programmes

• Long range planning and general oversight

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Ad Hoc Committees…

Committee: Purpose:

Bylaws Committee • Reviews organisational bylaws

Capital Campaign Committee • Raises funds for capital gain

Strategic Planning Committee • Oversees updating of current strategic plan

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Advisory Councils…

Councils: Purpose:

Presidents Council • Advises the organisations president on issues facing

the organisation

Major Donor’s Council • Recognising major donors to the organisation and

cultivating them for additional gifts

Professional Expertise

Councils

• Advice from volunteer experts

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Task Forces…

• New programme development task force

• Joint activity task force

• Special events fundraising task force

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Criteria for joining or splitting committees…

1. Conflict of interest? (Yes, then split)

2. Work overlaps and will not distort

focus? (Yes, then join)

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