IEEE in 2030: Optimizing for Full Impact Karen Bartleson 2016 Chair, IEEEin2030 Ad Hoc Committee 2016 IEEE President-elect 24 May 2016 IEEE Board Meeting Teleconference

Today Today we will share updates made to the proposal based on: Board feedback and feedback from others Grant Thornton risk assessment and best practices review Direction from IEEE Legal Counsel This is a work in progress Your input and feedback on these updates is crucial

Agenda 2016 Timeline Value proposition: Why change? What has changed? Updates to the Proposal IEEE Shared Governance Structure Next Steps Q&A

2016 Timeline

2016 Timeline January Session held with Board (over 100 comments were captured for consideration by Ad Hoc) February Update to the Board (additional feedback captured) IEEEin2030 Ad Hoc Meeting March Engaged Grant Thornton for a risk assessment and best practices review of the proposal Worked with IEEE Legal Counsel on delegation of authority April Enterprise Board Ad Hoc Meeting IEEEin2030 Ad Hoc Meeting (Chair of TAB in 2030 participated) April-May IEEE.tv Live Q&A sessions 29 April led by Karen Bartleson (Parviz Famouri, Kathy Land, Lawrence Wong) 11 May led by Howard Michel (Kathy Land, Norberto Lerendegui, Bill Moses) Coming soon: 27 May led by Barry Shoop (Norberto Lerendegui, Bill Moses, Lawrence Wong) Received broader feedback TAB Q&A session with Presidents B. Shoop, H. Michel, K. Bartleson and committee members (13 February) TAB in 2030 Ad Hoc Committee & Webinars with committee members Bill Moses & Kathy Land (13 April, 11 May) Presidents presenting at Region meetings Via feedback2030@ieee.org

Why change?

Value Proposition “Create a nimble, flexible, forward-looking organization”, increasing the voice of the member Nimble: quick and light in movement, agile IEEE will be quick in decision-making and agile in implementing actions The Board will monitor strategic and operational alignment, but not be consumed with operational details Flexible: highly capable of modification or adaptation IEEE will be capable of growth without stressing constraints The Enterprise Board will provide an empowered venue for the elected Officers of the Major Boards and the Management Council to identify, implement, and solve operating challenges in a collaborative and timely manner Forward-looking: planning for possible future events IEEE will efficiently anticipate future needs, challenges, threats, and opportunities The Board will stay focused on external threats and opportunities and strategic responses, while hearing the perspectives of the Organizational Units and members Voice of the Member Is increased since members will have the opportunity to vote for all Directors of the Board OU representation will be provided on the Enterprise Board, where the elected Officers are able to represent their constituencies

Why Change Being a Director/Delegate requires too much time (simultaneous responsibilities to several bodies) Proposed future state: Responsibilities divided among 3 bodies Fewer responsibilities for individual members Conflict of interest Directors vote for the good of the IEEE Delegates and VPs represent / advocate for their OU Cannot increase number of Regions without increasing number of BoD members Assembly and BoD membership separated BoD spends most of its time on operations BoD concentrates on strategy, EB manages operations BoD Composition Could Be Improved Would become 100% member-elected, with focus on skills/competencies/diversities rather than OU representation

Updates to the Proposal

Treasurer & Secretary Added the Treasurer and the Secretary to the BoD. They will also serve on the Enterprise Board. Why? Their stewardship and fiduciary duties make their participation on the Board of Directors vital Their participation on both the BoD and the EB increases coordination and communication between these bodies These positions were added as two additional positions to the Board of Directors Expanded terms of Treasurer and Secretary to 3 years For continuity in managing fiduciary and stewardship duties All members of Board of Directors have terms of 3 years

Finance Committees Combined the Finance Committee (previously reporting to the EB) and Investment Committee. The Finance and Investment Committee will report directly to the Board of Directors. Why? The Finance Committee's duties to oversee long-term financial sustainability are critical fiduciary duties of the Board of Directors. Maintained the budget duties of the Finance Committee reporting directly to the Enterprise Board through a newly formed Budget and Financial Affairs Committee. There is the need for a Budget and Financial Affairs Committee that reports to the Enterprise Board and addresses operating budget matters that are raised by the Chief Financial Officer, the Vice Presidents, the Treasurer, and the Management Council. The Budget and Financial Affairs Committee that reports to the Enterprise Board will assist the Enterprise Board in understanding the operational nature of budgets and Organizational Units’ concerns regarding financial policies and budget implications.

Governance Committees Moved the Governance Committee to report directly to the Board of Directors; maintained the responsibility to monitor and approve changes to the governing documents of the Organizational Units with the Enterprise Board. Also, formed a governance committee* to report to the Enterprise Board. The Secretary will participate on the new governance committee, that reports to the Enterprise Board, but will not Chair that committee. Why? The Governance Committee’s responsibilities for governance effectiveness and efficiency; review of any proposed amendments to the Constitution, Bylaws, Policies, and procedures of the Board of Directors, the Assembly, and the Enterprise Board; new Board of Directors’ member orientation; and providing guidance on organizational structure. A committee at the Enterprise Board level is required to work on governing documents of the Organizational Units. *Committee name to be determined

EMCC & Tellers Committee EMCC will now report to the Board of Directors (vs. the Assembly). Why? The responsibilities concerning ethics violations and conflicts of interest issues are fiduciary duties of the Board of Directors and should be the charge of a committee reporting to the Board of Directors. This also supports privacy and confidentiality issues. Tellers Committee will now report to the Assembly (vs. the Board of Directors). The Tellers Committee has responsibility for supervising the processing of ballots and petitions, as well as reporting the resulting counts. These are constituency related operations that should be executed by the Assembly.

GPPC & History Committee Global Public Policy Committee will report to the Enterprise Board (vs. the Board of Directors). Why? The Global Public Policy Committee has programmatic responsibility to provide advice on matters related to public policy and to coordinate public policy activities across IEEE, which are operational activities. The History Committee will now report to the Assembly (vs. the Enterprise Board). Focuses on constituency and member interests.

IEEE Shared Governance Structure

With Feedback: the proposal has evolved over time June 2015 October 2015 March 2016

Proposed Structure (prior version – as of March 2016) IEEE Enterprise Board (Business operations focus) Overlap of members IEEE BoD (Strategy focus) 3 P’s PP IEEE Assembly (Constituency focus) Audit Awards Board EAB Finance Election Oversight Ethics and Member Conduct MGA Governance Employee Benefits and Compensation Fellows PSPB History Global Public Policy IEEE Nominations and Appointments IEEE-SA Humanitarian Activities Investment Elects VP-MGA, VP-EAB, VP-PSPB, Secretary, Treasurer TAB New Initiatives Tellers IEEE-USA Public Visibility

Proposed Structure IEEE Enterprise Board (Business operations focus) Overlap of members IEEE Board of Directors [focus on stewardship, fiduciary duty, and strategy] 15 members (changed from 31): PE, P, PP, Secretary, Treasurer, 9 at-large, and ED as non-voting IEEE Assembly [focus on constituency – ensure voice of membership is heard and provides checks and balances] 23 members: PE, P, PP, 10 regional and 10 divisional delegates IEEE Enterprise Board [focus on business operations: provide representation of the Organizational Units] 22 members: PP, Secretary, Treasurer, ED, VP's or P's of 6 Major Boards, and 12-member Management Council as non-voting IEEE BoD (Strategy focus) 3 P’s PP IEEE Assembly (Constituency focus) New “look” Redrew OUs to underscore their importance to the entire governance structure (OUs do not report to the Enterprise Board) Shifted fiduciary committee from Assembly to BoD Moved constituency focused committees to Assembly Shifted operational committee from BoD to EB Split finance activities between BoD and EB Split governance activities between BoD and EB Enhanced overlap between governing bodies (Secretary & Treasurer) Audit Awards Board EA Board Chair (President) on Enterprise Board Finance Budget & Financial Affairs Audit Awards Board EAB Finance Election Oversight Finance & Investment Ethics and Member Conduct MGA Board Chair (VP) on Enterprise Board Governance governance committee (name tbd) Election Oversight Ethics and Member Conduct MGA Governance Employee Benefits and Compensation Fellow Pubs Board Chair (VP) on Enterprise Board History Employee Benefits and Compensation Fellows PSPB History Global Public Policy Governance IEEE Nominations and Appointments IEEE-SA Board Chair (President) on Enterprise Board Humanitarian Activities Global Public Policy IEEE Nominations and Appointments IEEE-SA Humanitarian Activities Investment TA Board Chair (VP) on Enterprise Board New Initiatives Organizational Units Investment Elects VP-MGA, VP-EAB, VP-PSPB, Secretary, Treasurer New Initiatives TAB Tellers IEEE-USA Board Chair (President) on Enterprise Board Public Visibility Tellers IEEE-USA Public Visibility

IEEE Board of Directors Proposed Structure IEEE Shared Governance Structure IEEE Board of Directors [focus on stewardship, fiduciary duty, and strategy] 15 members (changed from 31): PE, P, PP, Secretary, Treasurer, 9 at-large, and ED as non-voting Audit Finance & Investment Election Oversight Employee Benefits and Compensation Ethics and Member Conduct Governance IEEE Assembly [focus on constituency – ensure voice of membership is heard and provides checks and balances] 23 members: PE, P, PP, 10 regional and 10 divisional delegates Awards Board Fellow Tellers IEEE Nominations and Appointments History IEEE Enterprise Board [focus on business operations: provide representation of the Organizational Units] 22 members: PP, Secretary, Treasurer, ED, VP's or P's of 6 Major Boards, and 12-member Management Council as non-voting Global Public Policy Budget & Financial Affairs Humanitarian Activities New Initiatives governance committee (name tbd) Public Visibility Introduced concept of “Shared Governance Structure” {cleaned up committee layout} Operational Alignment Operational Alignment Member Voice Member Voice Strategic Alignment Strategic Alignment Strategic Initiatives; Scope of Work; Fiduciary Duties Member Satisfaction and Value Effectiveness of Programs and Initiatives Strategic Initiatives; Efficiency; Collaboration Strategic Alignment Operational Alignment Reinforced connections between governing bodies/functions Organizational Units Note: IEEE Assembly elects the Vice President of EAB, Vice-President-elect of MGA, & Vice President of Publications. Membership elects the members of the Assembly, 9 Directors-at-Large for the Board of Directors, the President-elect of IEEE, Presidents of IEEE-SA and IEEE-USA, the VP-elect of TAB, the Secretary, and the Treasurer. TA Board Chair (VP) on Enterprise Board IEEE-SA Board Chair (President) on Enterprise Board Pubs MGA IEEE-USA EA OU Leadership Responsibility OU Leadership Responsibility OU Leadership Responsibility OU Leadership Responsibility OU Leadership Responsibility OU Leadership Responsibility

IEEE Board of Directors Proposed Structure IEEE Shared Governance Structure Operational Alignment Operational Alignment Member Voice Member Voice Strategic Alignment Strategic Alignment IEEE Board of Directors [focus on stewardship, fiduciary duty, and strategy] 15 members (changed from 31): PE, P, PP, Secretary, Treasurer, 9 at-large, and ED as non-voting Audit Finance & Investment Election Oversight Employee Benefits and Compensation Ethics and Member Conduct Governance IEEE Assembly [focus on constituency – ensure voice of membership is heard and provides checks and balances] 23 members: PE, P, PP, 10 regional and 10 divisional delegates Awards Board Fellow Tellers IEEE Nominations and Appointments History IEEE Enterprise Board [focus on business operations: provide representation of the Organizational Units] 22 members: PP, Secretary, Treasurer, ED, VP's or P's of 6 Major Boards, and 12-member Management Council as non-voting Global Public Policy Budget & Financial Affairs Humanitarian Activities New Initiatives governance committee (name tbd) Public Visibility Strategic Initiatives; Scope of Work; Fiduciary Duties Member Satisfaction and Value Effectiveness of Programs and Initiatives Strategic Initiatives; Efficiency; Collaboration Strategic Alignment Operational Alignment Organizational Units Note: IEEE Assembly elects the Vice President of EAB, Vice-President-elect of MGA, & Vice President of Publications. Membership elects the members of the Assembly, 9 Directors-at-Large for the Board of Directors, the President-elect of IEEE, Presidents of IEEE-SA and IEEE-USA, the VP-elect of TAB, the Secretary, and the Treasurer. TA Board Chair (VP) on Enterprise Board IEEE-SA Board Chair (President) on Enterprise Board Pubs MGA IEEE-USA EA OU Leadership Responsibility OU Leadership Responsibility OU Leadership Responsibility OU Leadership Responsibility OU Leadership Responsibility OU Leadership Responsibility

Efficiency and Effectiveness The major boards have a great deal of autonomy in the proposed structure While the BoD and the major boards are not driving each other, they are accountable and responsible to one other Cultural shift from hierarchical view to a collective view; an ecosystem; a “shared governance structure” Strategy will not be handled in a one-direction approach The Board of Directors and major boards will have two-way communication regarding strategy There will also be an opportunity to collaborate across the Organizational Units that is currently not available at the Board of Directors level today Tools/templates will be used to communicate between the bodies (e.g., dashboards, metrics, and reports) Anticipate that the new structure will require fewer ad-hoc committees as the major boards will be working together at the Enterprise Board level The positions of Secretary and Treasurer, as members of the Board of Directors, serve as two additional opportunities for the members of the major boards to sit on the Board of Directors Increased power of the Assembly provides for focus on member voice

Next Steps

Next steps May IEEEin2030 Ad Hoc will fine tune the proposal in consultation with Grant Thornton and Legal & Compliance Mid-June Enterprise Board Ad Hoc meeting 8 June Enterprise Board PILOT on 14 June Late June Present refined proposed optimized Board structure to the Board If endorsed, the Governance Committee will work on the changes to the Bylaws that would support the new structure and these would be brought to the Board in November Early August IEEEin2030 Ad Hoc Committee meeting Late August Update to the Board (Singapore) November If structure presented in June was endorsed, two sets of Bylaws presented to the Board (baseline and updates required for new structure)

Questions & Feedback