GEM Governance Summit An Introduction to Governance Models and Practices

A Board ≠ A Board Great Variation In GEM Member Pool Boards Size How Directors become Directors Structure Function Directors Appointed Elected Committees Manage & Policy Policy Only

Is there a ‘right’ and a wrong way of governing?  There is no single ‘right’ way – but there are many wrong ways  Each organization is different – but they have in common: The basic responsibilities of Boards Some best practices of governance

Today we’ll touch on:  Organizational roles  Basic Board responsibilities  Different models of governance  Best practices for governance

4 Organizational Roles  Ownership: Having the legal or moral right to an organization. The source of the board’s authority to govern.  Governance: Determining and making the policy for the affairs of an organization  Management: Controlling and directing of the affairs of an organization.  Operations: Carrying out the functional activities of an organization.

Relationship of Organizational Roles Ownership  Governance  Management  Operations Management is the link between Governance & Operations Governance is the link between Ownership & Management

3 Board Roles  Leadership & decision making  Assure accountability  Representation

Role: Decision making & leadership  Set organizational direction Mission Values and culture Vision and strategy for the future  Stewardship of Resources Financial Risk management Human Resources

Role: Accountability - Here is where the buck stops  Monitor Effectiveness Board Performance CEO Performance Organizational Performance  Communication Transparency of process & decisions to “owners”

Role: Representation  Represents the ‘owners’ Act in interest of the organization – not self- interest  Sustain the Board Board orientation Board and leadership succession

Models of Representation Partnership Board acts as a team Directors seen as bringing skills to the organization May be appointed or be elected by ‘general’ membership Decisions usually by consensus (even if there are formal votes) Stakeholder Stakeholder groups elect representatives Directors represent a constituency Board may mediate between interests Decisions usually by consensus (even if there are formal votes) Partnership Each member organization has a representative Board often manages & organizes the organization’s activities Members may negotiates among each other Decisions typically made by voting

Models of Decision Making & Leadership: A Continuum Carver Policy Governance Results Orientated Board Traditional Policy Board involvement in Day to Day Operations LEAST MOST  Management Board Operational Board

Governance & Management Roles Carver Policy Governance Results – Oriented Board Traditional Policy Board Management Board Operational Board GovernanceBoard Executive Committee Board ManagementCEO Executive Committee Board

Board & Staff Relationship Carver Policy Governance Results Oriented Board Traditional Policy Board Management Board Operational Board Directive Policy Ends & Limitations to CEO Policy Approval by Board Operations to Staff Policy Approval by Board Delegative Management to CEO Governance to Executive Committee Management to CEO Management to Executive Committee Management & Operations Committees & Task Groups Collaborative Board & CEO roles distinct Policy Development led by CEO Policy Influenced by CEO Management influenced by Board Board Member & Staff Influence Management & Operations Board Members & Volunteers Governance Management Operations

Board Best Practices  Have clarity Roles for Board, Committees and CEO The delegation of authority and accountability Collaborative and decision making process  Have as few standing committees as possible  Use committees to ‘grow’ Board members Increase agility of decision making Special tasks

Board Best Practices  Govern as a group with one voice Once a decision is made support it Individual directors have no authority unless clearly delegated by the Board  Act on behalf of the organization as a whole And if not make self-interest clear

Board Best Practices  Set criteria for success  Systematically monitor/evaluate: Whether criteria for success are being met Whether programs and services are serving the mission or purpose of the organization

Board Best Practices  Pay attention to the organizational culture Values Code of ethics Behavioral expectations

Organizational Structure There is no such thing as the one right organization. There are only organizations, each of which has distinct strengths, distinct limitations and specific applications. It is a tool for making people productive in working together. As such, a given organizational structure fits certain tasks in certain conditions and at certain times. Peter F. Drucker