1/12/2008 1 NRECA CEO Close‐Up Indian Wells, California Ellen‐Earle Chaffee, President Valley City State University January 16, 2008 • Great governance is a quest. • The basics are well‐known and change little. • Greatness and misery lie in the human factors. • Prevent major mistakes. • Automate the basics. • Revisit them on a regular schedule. • Expect greatness. • Learning, partnership, values • Applied to strategy and interpretation.
National keynote presentation on governance basics for directors of electric cooperatives.
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NRECA CEO Close‐UpIndian Wells, California
Ellen‐Earle Chaffee, PresidentValley City State University
January 16, 2008
• Great governance is a quest.• The basics are well‐known and change little. • Greatness and misery lie in the human factors.
• Prevent major mistakes.• Automate the basics.• Revisit them on a regular schedule.
• Expect greatness.• Learning, partnership, values • Applied to strategy and interpretation.
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Short Stories that Made Headlines
• Board of Regents includes• three US Senators, • three US Representatives, • the Vice President, and • the Chief Justice of the United States
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• Board member heads a teachers union, kpickets.
• Board member expected favors, coach was fired.
• Board member recommended hiring a bodyguard investigated for child molestation.yg g
• Spying on employee, misappropriation ofSpying on employee, misappropriation of resources, favors for friends, illegally large surplus
• Director arrested (felony), fired, 16 mo. pay• 5 whistleblowers; one fired, one suspendedp• AG investigation of management• AG investigation of board chair
• Roles and responsibilities report• New Chancellor to strengthen the “system ”New Chancellor to strengthen the system, supervise Presidents
• One powerful President went renegade• Chancellor intervened
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• Support for Chancellor: 10/11 presidents, statewide faculty, all but one newspaper
• Four‐year terms, no board education• Trappings do not replace education• R&R report detailed the confusion, not the expectations
• Power trumped policy
We Know What To Do. We Just Don’t Always Do It. Why?
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• Too complicatedl• Personality trap
• Hunky Dory• Discourage questions• The buck stops where??
“Everything is perfect, Mr. Chairman. Blue skies. Spring is right around the corner.” ‐‐CEO Jones
• Oversimplifyd• Focus on decisions
• Personality trap• Hero complex• Hold back
Hey, this is FUN! I can do this!Chairman Smith
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Put it in Writing
CoCo‐‐opop
BoardBoardCEO
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Ensure •Are we doing what we are supposed to do?
•Are we doing what we are supposed to do?
organization fulfills its mission
Ensure •Will it exist and succeed for a long time?
•Will it exist and succeed for a long time?
organization’s long‐term viability
Duty of CARE• Decide and act in good faith
Duty of LOYALTY• Decide and act in the best interest of the
i ti t t
Duty of OBEDIENCE• Faithful to founding documents
• Prudent person level of care
organization, protect and support
• Obey the law
Where does it say, “Focus on finances???”
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HOW WHAT
Mission
Roles
Transparency
• Codify it (policy manual)• Annual calendar • Flow chart it• Hang it• Set criteria• Make it into a form• Assign it to a Board committee
• Mission fulfillment• Organizational longevity• Accountability• Roles and responsibilities• Transparency• Leadership succession• Strategic goals• Assign it to a Board committee
• Measure it• Headline it• Review it routinely
• Strategic goals• Conflict of interest• Legal issues• Performance improvement
Fiduciary, Strategy, and Interpretation
ISF
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INTERPRETIVEINTERPRETIVE
Governance PyramidGovernance Pyramid
Cultural, Social SystemsCultural, Social Systems
STRATEGICSTRATEGICBiological SystemsBiological Systems
Integrated Systems Theory
FIDUCIARYFIDUCIARY
Governance as Leadership: Reframing the Work of Non‐Profit Boards by Richard P. Chait, William P. Ryan, and Barbara E. Taylor, NY:: Wiley, 2004.
E. Chaffee. "The Concept of Strategy: From Business to Higher Education." Higher Education: Handbook of Theory and Research, Vol. 1. New York: Agathon Press, 1985, 133‐171.