Governance

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