Governance Critical Factors for Board & Staff Effectiveness Claude Paul Boivin, CAE August 24, 2007

This Session  Defining governance  From stewardship to leadership  Mastering board mechanics  Grasping the human dynamics  Top ten list & 3 golden rules

Governance = Steering Governance: process whereby organizations take decisions - leaders are selected - powers are conferred - strategic directions are set - performance is monitored and account is rendered. Decision making Exercising power Exercising power

You exist to make your members more successful

The Board manages tomorrow, and the staff manages today

“I skate to where the puck is going to be, not to where it was” Wayne Gretzky

Strategic Planning Mission– Board Mission – Board Vision– Board Vision – Board Strategies– Board/staff Strategies – Board/staff Action Plans– Staff Action Plans – Staff Priorities – Board

“Every classroom in America will be connected to the Internet by the year 2000” Bill Clinton, Feb. 4, 1997 “A chicken in every pot” Franklin D. Roosevelt, 1932 “ The United States will have a man on the moon by the end of the decade.” John F. Kennedy Vision

Figure Out What to Ignore “Priorities exist so we can say no to good ideas”

Risk Management Staff – identifies risks Board – accepts risks Minimize what could go wrong

Risk Management 1. Identify key risks - Illegal activity - Breach of controls - Contractual obligations 2. Prioritize risks - Low - Moderate - High - Extreme

AccountabilityTransparency Director independence Director independence Robust audit committees Robust audit committees Regular staff reporting Regular staff reporting Information to members Information to members New legislation coming (Bill C21)

Two trends  From standing committees to ad hoc task forces  Leadership development committee Three tips  The grey zone  Your Chair’s motivation  Know your Board

Tools for board management CSAE’s “Duties of Directors” CSAE’s “Duties of Directors” CSAE’s website CSAE’s website Board responsibility check list Board responsibility check list Board evaluation tools Board evaluation tools Board/Chair job descriptions Board/Chair job descriptions Effective committee mandates Effective committee mandates Board orientation guidelines Board orientation guidelines Consent/strategic agenda Consent/strategic agenda By-laws By-laws

#10 Get in a leadership mode …from stewardship to leadership #9 Be connected with members …they own the association #8 Commit to the future …the Board manages tomorrow #7 Focus on the priorities …build a strategic Board (say no to good ideas) #6 Understand the risks …develop an information protocol Top 10

#5 Ensure you are accountable … be proactive on transparency #4 Get the Board mechanics right...adopt the basic tools #3 Accept the grey zone …complementary and shared responsibilities #2 Know your Chair/Board …understand their motivation #1 Remember: you exist to make your members more successful Top 10

3 Golden Rules for Successful Governance 1. Be strategic 2. Be accountable 3. Be fiscally responsible

You exist to make your members more successful Claude Paul Boivin, CAE August 24, 2007