1. Re-Thinking Board Meetings: How to Design and Execute Better Credit Union Board Meetings Facilitator: Michael Daigneault – CEO

2. Keynote Presentations, Workshops & Seminars Assessments, Research & Knowledge Building Who Are We? Quantum Governance, L3C is a low profit, limited liability service organization dedicated to the public good. ~ One of the first such "hybrid" organizations in the U.S. ~ We have experience with the nonprofit, foundation, association, credit union, corporate and security related communities. Governance Consulting, Advice & Counsel Strategic Planning, Retreats & Facilitation

3. Introduction & Agenda What is the Purpose of Board Meetings? Who Should Piece Together the Agenda for Board Meetings? What Are the Impediments to Great Board Meetings? What Types of Questions Should Be Asked? How Can Your Board Meetings Be Genuinely More Engaging? Thinking Differently in the Boardroom! What Should Your Future Board Meetings Be Like? Final Thoughts… Agenda…

4. Better Board Meetings NEXT EXIT Better Board Meetings NEXT EXIT

5. Deciding? Building Mutual Trust? Building Mutual Trust? Deliberating? Learning? Engaging? © 2013, Michael Daigneault Accountability? Conveying Information? Conveying Information? What Is the Purpose of Board Meetings?

6. Ensure that meetings are designed to be engaging and focus on not only fiduciary oversight and past performance - but also forward looking substantive and strategic questions! Careful Framing of Questions Annual Imperatives Built-In Educational Time Consent Agenda Dashboards Specific Meeting Themes Annual Calendar of Meetings Specialized Retreats Expert Guests/Facilitators Need to Carefully Structure Agenda/Meetings

7. Who Should Piece Together The Agenda For Board Meetings? The Board Chair [Coordinating with the Board Committee Chairs & Board Members] The Board Chair [Coordinating with the Board Committee Chairs & Board Members] Aided By…Exec. Com. (If Necessary) The CEO [Coordinating with the Senior Management Team Members] The CEO [Coordinating with the Senior Management Team Members] +

8. What Are the Impediments… to Great Board Meetings?

9. Should Be Asked? What Types of Questions…

10. “Governance as Leadership” Fiduciary Thought Strategic Thought Fiduciary Strategic Generative Thought Source: Governance As Leadership

11. Board’s core work:  Ensure legal & regulatory compliance  Ensure financial controls & overall accountability  Conserve organization’s resources, public stewardship for assets of the organization  Regularly evaluate CEO & set “success” criteria  Oversee operations & critical risk areas  Monitor performance  Evaluate results The Fiduciary Mode

12. Board’s core work:  Scan internal & external environments.  Review, modify & assist strategic plan/vision.  Assess strategy performance via needs assessment, critical success factors, benchmarks, and competitive position.  If necessary, recruit new leadership. The Strategic Mode

13. 20 Board’s Impact (On Strategic Plan) Board’s Impact (On Strategic Plan) Planning Process (Time) Board should be involved early (and throughout) the planning process so that they are not just commenting on the “staff’s plan.” Board Approval of Strategic Plan TF A Matter of Strategy – Process!

14. Mission Strategic Goals Strategic Objectives Vision Values Strategic Metrics Organizational Work Plan Group/Team Work Plans Individual Work Plans “Work Plans” Developed and Executed at the Management Level Vision, Mission, Values as well as… Strategic Goals, Objectives & Metrics Developed in Constructive Partnership Between Board and Management Vision, Mission, Values as well as… Strategic Goals, Objectives & Metrics Developed in Constructive Partnership Between Board and Management Strategic Plan Elements…

15. The Generative Mode Board’s core work:  Sees current challenges in new light.  Perceives and frames “better” problems and opportunities. Asks key questions!  Acknowledges organizations are not always logical or linear.  Discovers strategies, priorities, & “realities.”  Suspends the rules of logic to tap intuition and intellectual playfulness.  Encourages robust discourse, not quick consensus.

16. The Three Modes of Thought… Modes Impact of Board Generative Strategic Fiduciary Framing Thinking Planning Inquiry Oversight SenseDirectionExecution Time Source: After - Richard Chair, et.al, “Governance as Leadership”

17. How Can Your Board Meetings Be Genuinely More Engaging?

18. © 2011, 2013, Michael Daigneault 1. Is emotionally connected to the mission 2. Understands what they can do to help the Credit Union 3. Is working at the appropriate level of their skill/abilities 4. Sustains their active involvement throughout the year in board, committee meetings – and in between meetings 5. Consistently acts to improve their – and their Credit Union’s performance 6. Actively builds relationships necessary to succeed (internally & externally) The Engaged Board Member… The Engaged Board Member… Quantum Engagement Model

19. Thinking Differently In the Boardroom… Source: Daniel Pink – Thinking on the Right Side of Your Brain Industrial Age Agricultural Age Information Age ConceptualAgeConceptualAge SyntheticCreative/Innovative Big Picture/Context Ideas/Values/Emotions

20. “Iceberg Thinking” Rational Thought Subconscious or Unconscious Thought

21. "Success" is Different in the Conceptual Age... InformationAgeConceptualAge Rational Sequential Literal Functional Textual Analytic Creative Simultaneous Metaphorical Aesthetic Contextual Synthetic Success is now contingent on more than just "information." Source: Daniel Pink – Thinking on the Right Side of Your Brain

23.  Chair Calls Meeting to Order  Chair’s Remarks/Report  CEO’s Report  Financial Report  Committee Reports/Motions  New Business?  Adjourn EMPHASIS tends to be on:  Formal Role of Board  Regular Agenda  Reports/Policy  Information/Data Exchange  Immediate Decisions  Oversight & Accountability  Chair Notes Vital Elements for “Meeting’s Success”  Consent Agenda  Review of Board Dashboard Items  Key Questions from CEO or Com.  Strategic/Educational Discussion  Executive Session & Adjourn EMPHASIS tends to be on:  Influential/Persuasive Role of Board  Varied Agenda  Dialogue/Deliberation  Key Questions/Learning  Vision, Advice & Leadership  Strategy & Governance “Typical” Board Meetings Future Board Meetings?

24. To help your Credit Union develop an exceptional governing board and leadership team of the future you should not only ask: “What should board meetings be about?” or “How can we improve our board meetings?” --- you must ask: “Are we asking the right types of questions in the Boardroom?” And as a result… “How can we think, deliberate & decide even more effectively?” In Sum…

25. And It Will Think, Deliberate & Decide In New Ways! The Credit Union Board Culture of the Future Will Likely Need to Be…  Strategically Adept  Thoughtful/Creative  Diverse  Highly Engaged Governors & Leaders  Technologically Savvy  Financially Skilled  Solid Partners With Management  Strong on Integrity & Accountability

26. Thank You!!! Let us know how we can help you and your Credit Union colleagues succeed! -- Michael Michael G. Daigneault, CEO Quantum Governance, L3C Michael@quantumgovernance.net Business Cell 703-801-7580 © 2012 Michael Daigneault and Quantum Governance, L3C © 2013, Michael Daigneault & Quantum Governance, L3C