New Board of Directors Agreement

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					Building an Exceptional
  Board of Directors

Continuing Studies at University of
      Wisconsin - Madison

       Presented by Frank Martinelli
    The Center for Public Skills Training
                                            1
      Board Development:
      CORE ACTIVITIES
CONTINUOUS:              Board Assessment
•Team Involvement        (or Reassessment)
                          & Benchmarking
•Education and
 Learning

                                            Board
   Board Development                     Development
   Plan Implementation                      Action
                                           Planning


                                                  2
  Board Governance:
  Fundamental Assumptions

• Distinction between governance and
  management.
• “Ends” and “means” distinction.
• Clarity and agreement about who does
  what.



                                         3
 Leadership for Board Development


• Critical role of . . .
  • Full Board.
  • Board Development Committee.
  • Board President and Executive
    Director.



                                    4
Board Development
As A Leadership
Development Process



                      5
     A Leadership Development
     Process
• Nominations and recruitment -- the process of
  identifying the right individuals to meet the needs of
  the board helping them understand their roles and
  responsibilities, and convincing them to become part
  of the board.
• Orientation -- the steps taken to give new board
  directors the information they need to carry out their
  roles and responsibilities effectively.
• Training -- the regular, ongoing efforts to build new
  skills and knowledge among the existing board
  directors to enhance performance.

                                                           6
    A Leadership Development
    Process
• Evaluation -- the annual task of evaluating
  individual board director performance as well
  as the effectiveness of the board as a whole.
• Recognition -- the ongoing process of
  recognizing the work and accomplishments of
  board directors to the work of the board and
  to the organization.



                                                  7
  Profile of An Effective Board

• Effectiveness in terms of individual
  board leader development (previous
  slides).
• Effectiveness in terms of qualities or
  characteristics.
• Effectiveness in terms of collective
  board performance.

                                           8
    Profile of Effective Nonprofit
    Board Leadership

•   Visionary and future-focused.
•   Entrepreneurial spirit.
•   Risk-takers.
•   Effective communicators.
•   Systems thinkers.
•   Community connected.
•   Diverse.
      Source: The Center for Public Skills Training
                                                      9
   Board Responsibilities

• Set the mission and strategic vision.
• Select the executive.
• Support the executive and review
  performance.
• Ensure effective organizational
  planning.
• Ensure adequate resources.
                 Source: BoardSource
                                          10
  Board Responsibilities

• Ensure stewardship of resources.
• Monitor impact of organization’s
  programs and services.
• Enhance the organization’s image.
• Assess its own performance.
• Support public policy and advocacy
  efforts.

                                       11
The Dynamic Board

  McKinsey & Company




                       12
  The Board’s Core
  Responsibilities
• Shape mission and strategic direction.
• Ensure leadership and resources.
• Monitor and improve performance.




           Source: McKinsey & Company

                                           13
   Shape Mission And
   Strategic Direction

• Clarify mission and vision.
• Participate in and approve strategic and
  policy decisions.




                                             14
   Ensure Leadership
   and Resources
• Select, evaluate, and develop CEO.
• Ensure adequate financial resources.
• Provide expertise and access for
  organizational needs.
• Build reputation of the nonprofit.



                                         15
   Monitor and Improve
   Performance

• Oversee financial and risk
  management.
• Monitor organizational performance and
  ensure accountability.
• Improve board performance.



                                       16
    Key Environmental Factors
    Impacting Focus of the Board

•   Life stage of an organization.
•   Skills of CEO and staff.
•   Stability and adequacy of income.
•   Changes in underlying social issue.
•   Changes in competitive or philanthropic
    landscape.

                                              17
  Board Effectiveness Enablers

• Careful decisions on board size and
  structure
• Actively managed board composition
• Inspired board and committee
  leadership
• Simple administrative practices and
  processes made routine

                                        18
Twelve Principles of Governance
 that Power Exceptional Boards



        BoardSource


                             19
 The Difference Between
“Responsible” Boards And
  “Exceptional” Boards




                           20
  “Responsible” Boards
• Capable and dutiful in carrying out its
  responsibilities.
• Understands its fiduciary obligations.
• Approves strategic plans and budgets.
• Regularly reviews financial statements.
• Evaluates the chief executive annually.
• Participates in fundraising.

                                            21
  “Exceptional” Boards
• Operates on a higher level -- “more” and
  “different.”
• Members give more and differently:
   • Time spent more wisely, skills and
     social networks better leveraged, and
     treasure more strategically deployed.
   • Measure organizational impact and
     evaluate their own performance,
     discuss and debate issues, and open
     doors and make connections.           22
Governance as Leadership

  Richard Chait, William Ryan
       & Barbara Taylor



                                23
  Three Modes of Governance

• Fiduciary mode: key question -- "How
  are we doing?"
• Strategic mode: key questions -- "What
  are we doing?" "Where are we going?"
  and
• Generative mode: key questions --
  "Why are we doing this?" "What are the
  possibilities?"
                                           24
  Board Assessment Process

• Guidelines for assessment.
• Effective assessment tools.
• Review samples.




                                25
  An Effective Assessment
  Process
• Enthusiastic support board leadership.
• Based on a set of standards or best practices
  that characterize effective board performance.
• Formal process conducted on a regular,
  agreed-upon basis.
• Written assessment tool that all board
  directors complete is the centerpiece.
• Plan to use the results to set goals, implement
  and measure improvement.
                                                26
Board Assessment Samples
•   MAP Assessment
•   UWEX Assessment
•   GLA CB Assessment excerpt
•   McKinsey -- Short, Mid, Long Forms
•   CPST Visionary Board
•   12 Principles of Exceptional Boards
•   10 Questions
•   20 Questions
                                          27
Why Boards Fail
   Why Boards Fail

• Ineffective recruiting process.
• Members lack understanding of the
  organization and their roles.
• Micro-managing.
• No well-planned rotation of
  members.
• No way to eliminate non-productive
  members.
                                       29
     Why Boards Fail

• Too small.
• No well-planned orientation for new and
  old members.
• No strategic plan.
• No process for assessment.
• No functioning committee structure.


                                            30
Board Development:
Proven Practices
  Proven Practices

1. Clearly define roles and
   responsibilities.
2. Align key board processes with
   strategic plan.
3. Just-in-time board orientation.
4. Effective meetings: Consent agenda
   and other tools.
5. Committee effectiveness.
  Proven Practices

6. Organizational dashboard.
7. Board leadership succession plans.
8. Board assessment.
9. Board governance committee.
10. Incorporate strategic deliberation
    into every board meeting
    #1 Clearly Define Roles and
    Responsibilities

• Clarity re: management and
  governance.
• Written individual board and committee
  descriptions that are current.
• Maintain clarity re: board policy and
  oversight functions.
• Ensure that current job description is in
  place for the executive director.

                                              34
    Board Job Description

•   Attend all regular board meetings.
•   Serve as an active committee member.
•   Support fundraising activities.
•   Prepare in advance for board policy
    and decision-making.
•   Attend the annual board planning
    retreat.
#2 Align Key Board
Processes With Strategic
Plan



                           36
Link Board Recruitment with
Strategic Plan

          • Review the strategic plan.
          • Identify the skills,
            knowledge and
            relationships needed by
            the board to advance the
            strategic plan.
          • Set clear recruiting
            priorities.

                                     37
   Align Committee Structure with
   Strategic Plan

• Review committee structure as part of
  strategic planning.
• Align committees with plan.
• “Leaner is better”.
• Use task forces and workgroups in
  place of standing committees.


                                          38
  #3 Just-in-time
  Board Orientation

• An advance program of orientation
  and training to prepare new board
  members to hit the ground running.
• Focus on the strategic plan.
• Speed up the learning curve.
• Increase confidence and productivity
  of new board members.
  #4 Consent Agenda

• Expedites routine
  business at a board
  meeting.
• Eliminates the need to
  vote separately on many
  of the routine items.
• Frees up time to address
  critical matters.

                             40
     #5 Committee Effectiveness

•   “Fewer is better”.
•   Written committee descriptions.
•   Aligned with strategic plan.
•   An effective chair.
•   Members thoughtfully appointed.
•   Mix of board and non-board members.
•   Accountable to the board.
•   Well-run meetings.
                                          41
Annual Committee & Board
Meeting Calendar

         • Fosters attendance
           and participation.
         • Improves decision-
           making.
         • Promotes
           coordination and
           increases productivity.

                                     42
#6 Organizational Dashboard

         • Increases effectiveness of
           board decision-making.
         • Displays up-to-date
           information about key
           performance indicators.
         • Corrective action can be
           taken before - not during
           or after - a crisis erupts.


                                         43
     #7 Board Leadership
     Succession Plans

• Identify critical
  leadership positions.
• Scout board leadership
  talent for the future.
• Written plan for fostering
  and developing future
  board leadership.
  #8 Board Member Assessment

• Periodic assessment of board
  member and committee
  performance.
• Board meeting feedback
  form.
• Board follow-through.
• Relate findings to board
  nominations process.
                                 45
    #9 Governance Committee

•   Continuous focus on identifying, preparing
    and recruiting future board leaders.
•   Plan board education including new
    member orientation, ongoing training and
    board retreats.
•   Assess board, chair, individual directors,
    and board meetings.
•   Annually review governance practices and
    recommend changes.

                                                 46
#10 Incorporate Strategic
   Deliberation Into
   Board Meetings



                            47
    Strategic Deliberation

• Use values and vision as the basis for
  dialogue on emerging issues.
• Use vision as frame-work for decision-
  making.
• Read, listen and look for future trends.
• Provide opportunities to share
  information at board meetings.

                                             48
Development of Board,
Committee and
Member Action Plans



                        49
   Preparing for
   Action Planning

• Assure board understanding and
  commitment.
• Board Development Committee in
  place.
• Retreat event to analyze assessment
  results and develop action plan.


                                        50
    Board and Committee Action
    Plans

What Change   By     Who      Evaluation
 or Practice When Responsible Measure




                                      51
  Personal Action Plans

1. Actions I will commit to in order to
   increase/sustain my individual level of
   board performance.
2. What I would need from the
   organization.




                                             52
  Resources


Board Effectiveness
  Resource List


                      53
    Evaluation


Complete and Submit
Your Evaluation Form


                       54

				
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