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
Governance
Process
Relationships Limitations
Vision & Objectives/Sub-Objectives-Provide Strategic direction-Empower OBCs and staff
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