Building an Exceptional
Board of Directors
Continuing Studies at University of
Wisconsin - Madison
Presented by Frank Martinelli
The Center for Public Skills Training
CONTINUOUS: Board Assessment
•Team Involvement (or Reassessment)
Board Development Development
Plan Implementation Action
• Distinction between governance and
• “Ends” and “means” distinction.
• Clarity and agreement about who does
Leadership for Board Development
• Critical role of . . .
• Full Board.
• Board Development Committee.
• Board President and Executive
As A Leadership
A Leadership Development
• 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.
A Leadership Development
• 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.
Profile of An Effective Board
• Effectiveness in terms of individual
board leader development (previous
• Effectiveness in terms of qualities or
• Effectiveness in terms of collective
Profile of Effective Nonprofit
• Visionary and future-focused.
• Entrepreneurial spirit.
• Effective communicators.
• Systems thinkers.
• Community connected.
Source: The Center for Public Skills Training
• Set the mission and strategic vision.
• Select the executive.
• Support the executive and review
• Ensure effective organizational
• Ensure adequate resources.
• 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
The Dynamic Board
McKinsey & Company
The Board’s Core
• Shape mission and strategic direction.
• Ensure leadership and resources.
• Monitor and improve performance.
Source: McKinsey & Company
Shape Mission And
• Clarify mission and vision.
• Participate in and approve strategic and
• Select, evaluate, and develop CEO.
• Ensure adequate financial resources.
• Provide expertise and access for
• Build reputation of the nonprofit.
Monitor and Improve
• Oversee financial and risk
• Monitor organizational performance and
• Improve board performance.
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
Board Effectiveness Enablers
• Careful decisions on board size and
• Actively managed board composition
• Inspired board and committee
• Simple administrative practices and
processes made routine
Twelve Principles of Governance
that Power Exceptional Boards
The Difference Between
“Responsible” Boards And
• Capable and dutiful in carrying out its
• Understands its fiduciary obligations.
• Approves strategic plans and budgets.
• Regularly reviews financial statements.
• Evaluates the chief executive annually.
• Participates in fundraising.
• Operates on a higher level -- “more” and
• 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
Three Modes of Governance
• Fiduciary mode: key question -- "How
are we doing?"
• Strategic mode: key questions -- "What
are we doing?" "Where are we going?"
• Generative mode: key questions --
"Why are we doing this?" "What are the
Board Assessment Process
• Guidelines for assessment.
• Effective assessment tools.
• Review samples.
An Effective Assessment
• Enthusiastic support board leadership.
• Based on a set of standards or best practices
that characterize effective board performance.
• Formal process conducted on a regular,
• Written assessment tool that all board
directors complete is the centerpiece.
• Plan to use the results to set goals, implement
and measure improvement.
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
Why Boards Fail
Why Boards Fail
• Ineffective recruiting process.
• Members lack understanding of the
organization and their roles.
• No well-planned rotation of
• No way to eliminate non-productive
Why Boards Fail
• Too small.
• No well-planned orientation for new and
• No strategic plan.
• No process for assessment.
• No functioning committee structure.
1. Clearly define roles and
2. Align key board processes with
3. Just-in-time board orientation.
4. Effective meetings: Consent agenda
and other tools.
5. Committee effectiveness.
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
• Clarity re: management and
• Written individual board and committee
descriptions that are current.
• Maintain clarity re: board policy and
• Ensure that current job description is in
place for the executive director.
Board Job Description
• Attend all regular board meetings.
• Serve as an active committee member.
• Support fundraising activities.
• Prepare in advance for board policy
• Attend the annual board planning
#2 Align Key Board
Processes With Strategic
Link Board Recruitment with
• Review the strategic plan.
• Identify the skills,
relationships needed by
the board to advance the
• Set clear recruiting
Align Committee Structure with
• Review committee structure as part of
• Align committees with plan.
• “Leaner is better”.
• Use task forces and workgroups in
place of standing committees.
• 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
• Eliminates the need to
vote separately on many
of the routine items.
• Frees up time to address
#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.
Annual Committee & Board
• Fosters attendance
• Improves decision-
#6 Organizational Dashboard
• Increases effectiveness of
• Displays up-to-date
information about key
• Corrective action can be
taken before - not during
or after - a crisis erupts.
#7 Board Leadership
• Identify critical
• Scout board leadership
talent for the future.
• Written plan for fostering
and developing future
#8 Board Member Assessment
• Periodic assessment of board
member and committee
• Board meeting feedback
• Board follow-through.
• Relate findings to board
#9 Governance Committee
• Continuous focus on identifying, preparing
and recruiting future board leaders.
• Plan board education including new
member orientation, ongoing training and
• Assess board, chair, individual directors,
and board meetings.
• Annually review governance practices and
#10 Incorporate Strategic
• Use values and vision as the basis for
dialogue on emerging issues.
• Use vision as frame-work for decision-
• Read, listen and look for future trends.
• Provide opportunities to share
information at board meetings.
Development of Board,
Member Action Plans
• Assure board understanding and
• Board Development Committee in
• Retreat event to analyze assessment
results and develop action plan.
Board and Committee Action
What Change By Who Evaluation
or Practice When Responsible Measure
Personal Action Plans
1. Actions I will commit to in order to
increase/sustain my individual level of
2. What I would need from the
Complete and Submit
Your Evaluation Form