1. Building an Exceptional Board of Directors
Continuing Studies at University of Wisconsin - Madison
Presented by Frank Martinelli
The Center for Public Skills Training

2. Board Development: CORE ACTIVITIES
CONTINUOUS:
Team Involvement
Education and Learning
Board Assessment (or Reassessment) & Benchmarking
Board Development
Action Planning
shelly
Board Development
Plan Implementation

3. Board Governance: Fundamental Assumptions
Distinction between governance and management.
“Ends” and “means” distinction.
Clarity and agreement about who does what.

4. Leadership for Board Development
Critical role of . . .
Full Board.
Board Development Committee.
Board President and Executive Director.

5. Board Development As A Leadership Development Process

6. A Leadership Development Process
Nominations and recruitment -- the process of identifying the right individuals to meet the needs of the board helping them understand their roles and responsibilities, and convincing them to become part of the board.
Orientation -- the steps taken to give new board directors the information they need to carry out their roles and responsibilities effectively.
Training -- the regular, ongoing efforts to build new skills and knowledge among the existing board directors to enhance performance.

7. A Leadership Development Process
Evaluation -- the annual task of evaluating individual board director performance as well as the effectiveness of the board as a whole.
Recognition -- the ongoing process of recognizing the work and accomplishments of board directors to the work of the board and to the organization.

8. Profile of An Effective Board
Effectiveness in terms of individual board leader development (previous slides).
Effectiveness in terms of qualities or characteristics.
Effectiveness in terms of collective board performance.

9. Profile of Effective Nonprofit Board Leadership
Visionary and future-focused.
Entrepreneurial spirit.
Risk-takers.
Effective communicators.
Systems thinkers.
Community connected.
Diverse.
Source: The Center for Public Skills Training

10. Board Responsibilities
Set the mission and strategic vision.
Select the executive.
Support the executive and review performance.
Ensure effective organizational planning.
Ensure adequate resources.
Source: BoardSource 4

11. Board Responsibilities
Ensure stewardship of resources.
Monitor impact of organization’s programs and services.
Enhance the organization’s image.
Assess its own performance.
Support public policy and advocacy efforts. 5

12. The Dynamic Board
McKinsey & Company

13. The Board’s Core Responsibilities
Shape mission and strategic direction.
Ensure leadership and resources.
Monitor and improve performance.
Source: McKinsey & Company

14. Shape Mission And Strategic Direction
Clarify mission and vision.
Participate in and approve strategic and policy decisions.

15. Ensure Leadership and Resources
Select, evaluate, and develop CEO.
Ensure adequate financial resources.
Provide expertise and access for organizational needs.
Build reputation of the nonprofit.

16. Monitor and Improve Performance
Oversee financial and risk management.
Monitor organizational performance and ensure accountability.
Improve board performance.

17. Key Environmental Factors Impacting Focus of the Board
Life stage of an organization.
Skills of CEO and staff.
Stability and adequacy of income.
Changes in underlying social issue.
Changes in competitive or philanthropic landscape.

18. Board Effectiveness Enablers
Careful decisions on board size and structure
Actively managed board composition
Inspired board and committee leadership
Simple administrative practices and processes made routine

19. Twelve Principles of Governance that Power Exceptional Boards
BoardSource

20. The Difference Between “Responsible” Boards And “Exceptional” Boards

21. “Responsible” Boards
Capable and dutiful in carrying out its responsibilities.
Understands its fiduciary obligations.
Approves strategic plans and budgets.
Regularly reviews financial statements.
Evaluates the chief executive annually.
Participates in fundraising.

22. “Exceptional” Boards
Operates on a higher level -- “more” and “different.”
Members give more and differently:
Time spent more wisely, skills and social networks better leveraged, and treasure more strategically deployed.
Measure organizational impact and evaluate their own performance, discuss and debate issues, and open doors and make connections.

23. Governance as Leadership
Richard Chait, William Ryan
& Barbara Taylor

24. Three Modes of Governance
Fiduciary mode: key question -- "How are we doing?"
Strategic mode: key questions -- "What are we doing?" "Where are we going?" and
Generative mode: key questions -- "Why are we doing this?" "What are the possibilities?"

25. Board Assessment Process
Guidelines for assessment.
Effective assessment tools.
Review samples.

26. An Effective Assessment Process
Enthusiastic support board leadership.
Based on a set of standards or best practices that characterize effective board performance.
Formal process conducted on a regular, agreed-upon basis.
Written assessment tool that all board directors complete is the centerpiece.
Plan to use the results to set goals, implement and measure improvement.

27. Board Assessment Samples
MAP Assessment
UWEX Assessment
GLA CB Assessment excerpt
McKinsey -- Short, Mid, Long Forms
CPST Visionary Board
12 Principles of Exceptional Boards
10 Questions
20 Questions

28. Why Boards Fail

29. Why Boards Fail Ineffective recruiting process.
Members lack understanding of the organization and their roles.
Micro-managing.
No well-planned rotation of members.
No way to eliminate non-productive members. 8

30. Why Boards Fail Too small.
No well-planned orientation for new and old members.
No strategic plan.
No process for assessment.
No functioning committee structure. 9

31. Board Development: Proven Practices

32. Proven Practices Clearly define roles and responsibilities.
Align key board processes with strategic plan.
Just-in-time board orientation.
Effective meetings: Consent agenda and other tools.
Committee effectiveness.

33. Proven Practices Organizational dashboard.
Board leadership succession plans.
Board assessment.
Board governance committee.
Incorporate strategic deliberation into every board meeting

34. #1 Clearly Define Roles and Responsibilities
Clarity re: management and governance.
Written individual board and committee descriptions that are current.
Maintain clarity re: board policy and oversight functions.
Ensure that current job description is in place for the executive director.

35. Board Job Description Attend all regular board meetings.
Serve as an active committee member.
Support fundraising activities.
Prepare in advance for board policy and decision-making.
Attend the annual board planning retreat.

36. #2 Align Key Board Processes With Strategic Plan

37. Link Board Recruitment with Strategic Plan
Review the strategic plan.
Identify the skills, knowledge and relationships needed by the board to advance the strategic plan.
Set clear recruiting priorities.

38. Align Committee Structure with Strategic Plan
Review committee structure as part of strategic planning.
Align committees with plan.
“Leaner is better”.
Use task forces and workgroups in place of standing committees.

39. #3 Just-in-time Board Orientation
An advance program of orientation and training to prepare new board members to hit the ground running.
Focus on the strategic plan.
Speed up the learning curve.
Increase confidence and productivity of new board members.

40. #4 Consent Agenda Expedites routine business at a board meeting.
Eliminates the need to vote separately on many of the routine items.
Frees up time to address critical matters.

41. #5 Committee Effectiveness
“Fewer is better”.
Written committee descriptions.
Aligned with strategic plan.
An effective chair.
Members thoughtfully appointed.
Mix of board and non-board members.
Accountable to the board.
Well-run meetings.

42. Annual Committee & Board Meeting Calendar
Fosters attendance and participation.
Improves decision-making.
Promotes coordination and increases productivity.

43. #6 Organizational Dashboard
Increases effectiveness of board decision-making.
Displays up-to-date information about key performance indicators.
Corrective action can be taken before - not during or after - a crisis erupts.

44. #7 Board Leadership Succession Plans
Identify critical leadership positions.
Scout board leadership talent for the future.
Written plan for fostering and developing future board leadership.

45. #8 Board Member Assessment
Periodic assessment of board member and committee performance.
Board meeting feedback form.
Board follow-through.
Relate findings to board nominations process.

46. #9 Governance Committee
Continuous focus on identifying, preparing and recruiting future board leaders.
Plan board education including new member orientation, ongoing training and board retreats.
Assess board, chair, individual directors, and board meetings.
Annually review governance practices and recommend changes.

47. #10 Incorporate Strategic Deliberation Into Board Meetings

48. Strategic Deliberation
Use values and vision as the basis for dialogue on emerging issues.
Use vision as frame-work for decision-making.
Read, listen and look for future trends.
Provide opportunities to share information at board meetings.

49. Development of Board, Committee and Member Action Plans

50. Preparing for Action Planning
Assure board understanding and commitment.
Board Development Committee in place.
Retreat event to analyze assessment results and develop action plan.

51. Board and Committee Action Plans
What Change or Practice
By When
Who Responsible
EvaluationMeasure

52. Personal Action Plans
Actions I will commit to in order to increase/sustain my individual level of board performance.
What I would need from the organization.

53. Board Effectiveness Resource List
Resources
Board Effectiveness Resource List

54. Complete and Submit Your Evaluation Form