Presentation to the Board and Strategic Leadership Seminar Capacity building for an effective Board CS Caroline Kioni 9 th July 2015

How well do you know your directors? Do they really know each other or only meet and talk at meetings?

The board of directors is a social group in the organization's ecosystem with set objectives!

The Individual The Group (Board) The Organisation Sector/Industry The spheres of influence of capacity building that creates an enabling environment.

How effective is your Board? Is it working at its best capacity?

How can you overhaul a board in a meaningful way and take it to a higher level of performance?

What is Capacity Building? Any process that increases the capability of individuals to produce or perform. What does it involve? Giving individuals knowledge Providing opportunities for them to make decisions Empowering them to act to the best of their ability Capacity building is essentially about CHANGE.

CAPACITY BUILDING 5 Essential elements

Composition  The skill set at the board table must be suitable for organization's business model and strategic direction.  Effectively engage the Board – a director only good “ on paper” but makes no contribution is of no value.

Information  The quality of board discussion and decision-making is directly related to the quality of information the board receives  Too much, too little, irrelevant info, no industry or competition data??  Directors must ask for what they would like to receive.  Embrace innovative ways of providing info.

Leadership The debate over the separation of the chairman and CEO roles continues…. The real issue?? Leadership effectiveness. Does the person running the meetings (board, committee meetings, executive sessions provide effective leadership? Does the person draw out different perspectives, manage the board's time well, and drive to consensus on key issues?

Do the leaders of the board have a constructive—not a cozy or a hostile— working relationship with the CEO and other top executives? Are they respected by the other board members and the management team? Do other board members and management engage them outside of the boardroom on issues of concern—and value their perspectives?

Board Dynamics How the board works together as a team and works with the CEO and senior management. Is the climate of the boardroom open, energized, and positive? Or is it guarded, polarized—even hostile? Or are board meetings tiresome, with attention flagging and directors constantly checking their watches? Find a way to get recommendations for improvement, have informal sessions to bond the Board.

Refresher on Key Responsibilities How is the board engaging on issues of corporate strategy, CEO and executive succession planning, and risk oversight? Does the Board get regular training on emergent best practice in governance, their roles, technical training on the organization's business or core areas of interest? Does the Board have a format of conducting self board evaluations to continuously improve?

Succession Planning for an Effective Board

Changing the board — embracing the inevitable There is a growing recognition that boards with a good mix of age, experience and backgrounds tend to foster better debate and decision-making and less groupthink. Directors increasingly say that thoughtful succession planning can improve the composition and effectiveness of their boards. What’s more, a recent PricewaterhouseCoopers survey found that nearly 40% of directors believe that “someone on their board should be replaced.* * PwC’s 2014 Annual Corporate Directors Survey,” PwC, 2014.

When developing the succession plan for directors, the key questions to be asked include: What are these skills, talents and attributes that our organization requires? How do we find people with these skills, talents and attributes? Once we have found the people, how do we attract them to our Board? How can board evaluation support the process of board succession?

Succession Planning as a Board or Board Committee role The responsibility for succession planning often falls to a specific Board committee, often called the nominations, succession planning or governance committee. Typically, this committee is responsible for: Developing a continuous list of eligible Board candidates Interviewing potential candidates Recommending candidates to the full board Ensuring each new Board member receives induction and training.

“Leadership and learning are indispensible to each other.” ~ John F. Kennedy ~