Best Practices in Board Governance Practical Advice for Effective Boards Originally Presented The Greater Philadelphia Chamber of Commerce April 21, 2010

Panelists William Haines Jeffrey Jacobs, Esq. John Milligan, CPA SVP, Director of Client Services, Pennsylvania Trust Jeffrey Jacobs, Esq. Assistant General Counsel, Comcast Corporation John Milligan, CPA Managing Partner, Milligan & Company Trudie Bruner Rowello Chief Operating Officer, Fernley & Fernley 2

The Role of the Board of Directors “Think beyond your experience and plan beyond our tenure” -Edward Barlow

The Role of the Board of Directors Fiduciary Responsibility or Duty --is the highest standard of care at either equity or law. A fiduciary (abbreviation fid) is expected to be extremely loyal to the person to whom he owes the duty (the "principal"): he must not put his personal interests before the duty, and must not profit from his position as a fiduciary, unless the principal consents. Source: Wikipedia April 10, 2010

The Role of Staff in Effective Board Governance Does staff have fiduciary responsibility? Strategic Insight/Tactical Resources Experience and knowledge Transparency 5

Key Issues in Board Governance Board Development Board Engagement Financial Governance Strategic Planning Keepers of the mission 6

Board Development Maintain an empowered, active, and accountable committee structure Provides opportunities for pre-Board leadership Have a clear and transparent nomination/appointment structure Stakeholders need to know how to get involved and understand the process/criteria for doing so 7

Board Engagement Ensure productive well-run strategic meetings Have Board “job descriptions” that clearly articulate what is expected of the position and what resources they have to achieve these goals Keep politics and personal agendas to a minimum 8

Financial Governance Review financial reports prior to meetings Ask questions in advance to appropriate staff and Board members Raise important financial questions at the Board meeting, but don’t let the minutia dominate financial discussions

Strategic Planning Guardians of your organization’s mission. Lots of organizations go astray. Adopting strategies that are focused on generating $$, rather than focused on achieving a mission or purpose.

A Culture of Accountability Process, metrics, and “habits” need to be in place among both the Board and Staff to understand how success will be defined and whether it is being achieved Can be a very uncomfortable transition for ingrained Board members and staff