SAE Board of Directors Governance Process

Strategic Direction Vision & Objectives

Limitations on Its Delegation

Board’s RelationshipsWith Operating Boards/

Committees

Board’s GovernanceProcess

Agenda . . .

• The What and Why of SAE’s Governance • Review governance model and SAE’s approach to

policy setting• Use of the Policy Manual to clarify roles and

empower:– Operating Boards– Committees– Staff

• Q & A• Applied governance exercise

Governance Leadership

• Assure effective and timely decision making to meet member needs in this period of rapid change.

The Board’s Governance Process

• Is owned by the Board• Provides the Board with a leadership process that:

– Assures Board meets its responsibility to members– Requires Board to set direction and policies of SAE– Empowers operating boards, committees, and staff to

function within those policies– Expects Board not to do operating board, committee, or

staff work

• Allows SAE to meet changing needs of customers in a timely manner

The Board’s Governance Policy Manual . . .

• A powerful leadership tool which:– Sets the vision/strategic direction

– Clarifies roles and responsibilities

– Simplifies decision making

– Empowers operating boards, committees, and staff to respond to change

Basic Principles of Governance Policy

• Board sets policies of organization• Empowerment of organization• Climate of trust, respect, and teamwork• Total quality management• Policy Manual is a living document• Any reasonable interpretation permitted• Today’s environment of rapid change necessitates

timely decision making• Board sets its own agenda in a rational manner

Governance Policy Leads to Success

• Growth of SAE• Fiscal stability of SAE• Innovation and creativity by OBCs• Global successes

Agenda . . .

• The What and Why of SAE’s Governance • Review governance model and SAE’s approach to

policy setting• Use of the Policy Manual to clarify roles and

empower:– Operating Boards– Committees– Staff

• Q & A• Applied governance exercise

Documents Hierarchy

Purpose

Articles ofIncorporation

Bylaws

Vision & ObjectivesPolicies

Limitations, Relationships, GovernancePolicies

Operating Boards/CommitteesStrategic Plans

Annual Business Plan

Documents Hierarchy

Purpose

Articles ofIncorporation

Bylaws

Vision & ObjectivesPolicies

Limitations, Relationships, GovernancePolicies

Operating Boards/CommitteesStrategic Plans

Annual Business Plan

Mem

ber O

wned

Board O

wned

Operating Board,

Committee Owned

Governance Policy Manual

• Strategic Direction– Vision– Objectives (Ends)

• Strategic Initiatives of the Board– Sub-Objectives (Sub-Ends)

• Means – How SAE operates– Board’s Governance Process – OBC responsibilities– OBC limitations– Staff responsibilities– Staff limitations

Governing with Policy

• Four Policy Types encompass ALL Board policies and describe SAE’s values at the broadest level

Four Policy Types

Board

Leadership

Governance

Process

Relationships Limitations

Vision &Objectives

Governance

Process

Relationships Limitations

Vision & Objectives/Sub-Objectives-Provide Strategic direction-Empower OBCs and staff

Vision &Objectives

GovernanceProcess

Relationships Limitations

Vision & Objectives

Governance

Process

Relationships Limitations

Vision & Objectives

GOVERNANCE PROCESS-Define the Board’s job-Describe how the Board governs

Governance

Process

Relationships Limitations

Vision &Objectives

RELATIONSHIPS - Clarify roles and responsibilities - Answer who’s responsible for what

Governance

Process

Relationships Limitations

Vision & Objectives

LIMITATIONS-Provide empowerment-Describe unacceptable actions

Agenda . . .

• The What and Why of SAE’s Governance • Review governance model and SAE’s approach to

policy setting• Use of the Policy Manual to clarify roles and

empower:– Operating Boards– Committees– Staff

• Q & A• Applied governance exercise

The Board’s Job . . .

1. Write policies

2. Assure/monitor performance against policy

3. Provide leadership/communication

4. Establish nomination and election process

5. Approve selected awards

6. Fill Board positions resulting from vacated elected offices

7. Ambassadors for SAE support

Governance Process Policies – How the Board Performs its’ Job

• Teamwork• Proactive and empowerment• Focus on customer needs• Continuous process improvement• Uses short-term focused subteams to increase

productivity

EVP/Staff Job . . .

Share responsibility with the operating boards and committees for the achievement of the Objectives (Ends). Presidential focus area support, Competent staff, Succession plan

Assure fiscal stability and viability. Identification and communication to the Board of strategic opportunities

for SAE. Maintain safety of SAE assets. Provide accurate and timely inclusive information on SAE operations. In cooperation with the President, maintain favorable perception of SAE

among key leaders in the mobility community. Serve as mechanism for official corporate communications. Enhance image of the president as SAE’s leader and spokesperson.

Operating Board, Committee, Staff Job . . .

• Achieve the Objectives, Sub-Objectives, and specified job products.

• Interpret and operate within Board policies• Partner with other operating boards, staff, and

external organizations.• Monitor performance by providing monitoring

data to the Board.• Identify new strategic opportunities.

Board’s Agenda

• Annually developed by the Board

• For each meeting, the Board Agenda Planning Team sets agenda– In accordance with annual agenda– With input from Board at previous meeting

Board’s Business is . . .

• Challenge organization to advance “the mobility community to serve humanity.”

• Set strategic direction of Society• Specify job products of boards and committees• Assure performance of boards and committees• Define the means within which OBCs are to

achieve Vision and Objectives• Describe SAE’s Values

PersonnelProceduresLeases

Objectives

Reports

Finances

Budgets

Data

Progress Monitoring Relationships

Strategic Direction

Visioning

Board Agendas

Modify PolicyManual

Changing BoardProcess

Board Policies Filter Out Non-Board Business

Any Questions?