Strategic Conversations in the Boardroom November 6, 2010 9:00 a.m. - 4:00 p.m. Presented by: Ruth Armstrong, MBA www.vision-management.ca

Outline Morning (break at 10:30) Afternoon (break at 2:30) 9:00-12:00 High Performing Boards – what does it take? Leading in partnership with the ED Key processes and systems: getting the work done Afternoon (break at 2:30) 1:00-2:30 Succession Planning for Board and EDs 2:45-4:00 ED Performance Appraisals

High Performing Boards

The system by which organizations are directed and held accountable What is Governance? The system by which organizations are directed and held accountable Governance considers the rights and responsibilities among stakeholders: Board, Management, Employees, Clients, Community, Partners, Government (including LHINs) Defines the separation point between the authorities of Board and Management

Best Practices in Governance Governance model is intentional and fits Governance Committee: includes development of board Finance and Audit Committee with financial skills Written Policies and Terms of Reference Strategic Planning process Board Self-evaluation and responsive action Using the Board for all its value Right Board composition See Toolkit pages 1: Description of Governance Models

Roles & Responsibilities of the Board 1. Leadership Strategic planning, thinking and setting direction Government/ External Relations Resource development (includes fundraising) Ambassadorial and legitimating role See Toolkit pages 3-5: Conducting a SWOT Analysis

Roles & Responsibilities of the Board 2. Accountability and Stewardship Monitoring and evaluation of: Mission results Programs and services ED Legal and financial obligations Board processes Reporting, communicating and responding to members, donors, volunteers and other stakeholders (media, government)

Roles & Responsibilities of the Board 3. Systems and Processes Ensuring the appropriate systems and processes are in place for organizational and board effectiveness e.g.: Policy development Budgeting and generally accepted accounting practices Communications and outreach Board member recruitment Innovation and creativity See Toolkit pages 6-12: Board Role: Sample Policy & Officer Duties: Sample By-laws; Sample By-laws sections; Process for Updating By-laws, Sample Board Policy Book Table of Contents

12 Principles of Governance that Power Exceptional Boards BoardSource Constructive Partnerships Mission Driven Strategic Thinking Culture of Inquiry Independent-mindedness Ethos of Transparency Compliance with Integrity Sustaining Resources Results-oriented Intentional Board Practices Continuous Learning Revitalization How does, or could, your board demonstrate these principles? See Toolkit pages 13-15: 12 Principles of Exceptional Board in Practice

Leading in Partnership with the ED

A Paradoxical Leadership Relationship LHINs – a virtual boss of both Takes direction from and reports to the Board Provides professional advice to the Board Hires, monitors, supports and, if necessary terminates, the ED

A Dysfunctional! Relationship different visions/values disrespect incompetence different priorities/ agendas limited communication

Productive Board-ED Relationships What are productive relationships characterized by? What kind of information does the board need (why), in what form, and how frequently? From the ED and other sources *See Toolkit pages 16-18: Conversation Guide: Negotiating the Board-ED Relationship and Sample Policy Board-ED Relationship

Key Processes and Systems…

Enabling Boards to Add Value Agendas and board meeting management Engaging board members – leveraging talents Recruitment and Retention See Toolkit pages 19-20: Promising Practices for the Board

Process: AGENDA DESIGN INFORMED BY Annual Calendar AGM COLLABORATIVE Strategic Plan Principles: clear objectives, order of items, engagement TOOLKIT: See pages 21-24: Tips and Techniques for Engaging, Productive Meetings, Sample Board Agenda and Sample Annual Board Calendar

Recruitment & Retention Share practices and lessons learned re: recruitment and retention What tools and processes have worked for you? What challenges do you face – how have others dealt with these? TOOLKIT see pages 25-28: Sample Board Profile Matrix

Engagement: Leveraging Talents Share practices and lessons learned re: engaging and making the best use of your board members What tools and processes have worked for you? What challenges do you face – how have others dealt with these?

Succession Planning - for the Board and ED

Succession Planning Succession planning is a process of preparing for a smooth transition of leadership roles Succession planning helps ensure an organization has access to individuals with skills and qualities to fulfil leadership roles as those roles become available and evolve

Board Succession Planning Enablers Leadership: e.g. Governance Committee or Nominations task force Inventory: Board profile/matrix of skills/ connections and gaps related to Strategic Priorities Schedule: planned turnover/refreshment Board evaluation process Recruitment tools and processes Orientation and development plan Leadership transition plan

Diversifying Your Board Many boards look the same… how do you attract a diversity of perspectives onto your board? How might you need to change board processes and structures to engage and retain diverse board members?

Preparing an ED Succession Plan A sound risk management practice* Key components Policies Plans Professional Development In three forms: Planned departure Unanticipated departure Strategic leadership development *Source: Recommended Reading 4 “Building Leaderful Organizations”

Planned Departures Your ED has informed the board of his/her retirement. It’s 1 or more years away… Hurrah - you’ve got time to prepare! Where does the board START? What needs to happen over the next 6-9 months? What should the board ask the ED to do? See: Recommended Reading 9 “Executive Director Legacy Statement Template” Toolkit page 29: Nuts and Bolts of Departure-defined Succession Planning

Unanticipated ED departures ! Unanticipated ED departures What is the Board’s role in the case of an unexpected departure? What emergency responses has your organization defined? For a temporary absence For a permanent absence What needs to happen in the short term? See Recommended Reading 8 “Emergency Succession Planning Toolkit”

Strategic Leadership Development Start from your strategic plan What professional development investment is required - for the ED or other senior managers? What are the challenges of investing in leadership development? How can we address these challenges?

ED Performance Appraisals

Different Approaches Recruiting, hiring and evaluating the ED are some of the board’s most important jobs Cultural considerations Knowledge sharing: Discuss the key features of your organization’s ED performance appraisal process What commonalities did you identify? What interesting or innovative practices exist? See Recommended Reading 10 “Hiring and Performance Appraisal of the Executive Director”

Evaluating Against Standards Job descriptions, policies and your strategic plan are the standards or expectations against which boards should assess the ED’s performance What kind of information does the board regularly receive or have easy access to that it can use to assess the ED’s performance against these standards? What other kinds of information would it be useful to collect and from whom?

360° Performance Evaluations Soliciting feedback from a variety of stakeholders – e.g. managers, staff, partner agencies, funders Tools: surveys, interviews, external evaluator 360º FEEDBACK See Recommended Readings 11 and 12.

Feedback and Follow up If performance improvement is the goal, feedback should be continuous – and not confined to an annual performance evaluation process How does your board provide feedback to the ED throughout the year? Based on the annual performance appraisal, how does your board… recognize and reward strong performance? address issues (e.g. related to underperformance)?

What changes do we need to make in our organization? Now What? What changes do we need to make in our organization? TOOLKIT page 30: Recommended readings