SUMMIT ON NON-PROFIT LEADERSHIP Colin Carter Melbourne 8 July 2004

- 1 - Boards Not For Profit Summit July 04.ppt WHERE IT CAN ALL GO WRONG FOR ANY BOARD Lack of agreement about board ‘role’ Chairman more into process than dealing with the key issues Chairman and CEO in conflict Directors don’t behave ‘shooting the messenger’ who brings bad news undermining the CEO in their dealings with management too involved in ‘management’ matters talking, but not listening well Directors don’t put in the work or don't comprehend the issues CEO defensive in response to questions Management presents material poorly or as a fait accompli Management isn’t open with the board

- 2 - Boards Not For Profit Summit July 04.ppt NOT-FOR-PROFITS: COMMON ISSUES Directors that understand the business model but not mission and values -the mission and values but not the business model Poor performance data on outcomes Boards too large....and poor attendance records Key skills lacking Unable to deal with poor performers on the board Directors too involved in detail – eg. too many committees Directors not ‘independent’ - with conflicts of interest or representing constituencies Constituency based elections leading to overt politics Confidentiality of boardroom discussions lacking Lack of cooperation among NFPs