Paradoxes, watchdogs and sounding boards Mark Benton October 2017 NSLA board Friday Paradoxes, watchdogs and sounding boards Mark Benton October 2017

Objectives for the session Explore board governance approaches that add value to legal aid operations Develop a common understanding of the governance tools available to the NSLA Commissioners that can and should be explored further Identify next steps to explore those options Rules? More what you would call guidelines!

My takeaways from Thursday night are coming up… And I am looking forward to hearing yours

passive Deliberately engaged intervening Operating certifying

The Ideal Board: Brings deep wisdom and broad perspective to organizational strategy and critical issues Is a sounding board and key advisor to the ED Helps influence critical outside constituencies Creates a solid front to the outside world during crises Assists in managing succession Safeguards and advances the organizational mandate Holds management accountable Is accountable to the public funders and stakeholders for the acts of the organization

Paradox a situation, person, or thing that combines contradictory features or qualities It was the best of times; it was the worst of times

Board paradoxes Board is accountable but management is expert and has de facto control Management controls board access to information but the board has to hold management accountable Management is there everyday and the board meets periodically Requiring staff to engage with the board distracts them from their daily business Commissioners should be congenial team players but must avoid “group think”

5 big things for boards Membership and selection Board composition Board leadership Membership and selection Commissioner performance Leadership roles and structures Information and processes Culture and leader behaviour

Board composition Making sure the board has the right people Define and map board competencies Set priorities among them Done jointly by the ED and the board ED and board members recommend candidates The responsibility of choosing candidates belongs to the board members responsible PS they are likely to come from board member/ED networks

Being effective and being efficient at: Information flow and getting the right stuff Agendas (board process)-making the time for the right process In camera meetings-no staff Running meetings to get the maximum value from board member contributions Addressing the inherent paradoxes in board governance to support the culture that adds the most value Engaging in strategy

The board and strategy Brings an outside perspective in a collaborative relationship with management Offers input into management decision making on strategy Reviews core strategic plans presented by management Approves strategic plans when satisfied that risks and consequences are understood Monitors progress on strategic plan execution

Good board members avoid: Meddling and micromanagement Engaging in power struggles at the board table or within the organization Damaging the EDs reputation inside or outside the organization Interfering with orderly executive succession Favouritism in hiring and prejudice in firing the ED

Board values Independence and integrity Open Accountable Action oriented Mutual trust and respect

Independence and integrity Spirit of inquiry Constructive dissent Discernment

Openness Candid sharing of opinions Broad participation Respect for common sense and intuition

Accountability Shared leadership and responsibility Self-management Peer management

Action orientation- no meandering discussions Rules for resolving conflict Development of collective intuition Focus on priorities

Mutual Trust and Respect Confidentiality inside the room Solidarity outside the board room Respect for expertise and diverse opinions Active and respectful listening

Tools to shape board culture Stimulate discussion by encouraging participation and soliciting dissenting views Set a tone that eliminates the fear of asking a dumb question Encourage persistence – commissioners should ask a second and third question if they are not satisfied with the first answer Encourage dissent and avoid false consensus through constructive e contention Build real consensus and ownership in the decision

more a gospel choir than a team?