1. Best Practices in Board Governance
Practical Advice for Effective Boards
Originally Presented
The Greater Philadelphia
Chamber of Commerce
April 21, 2010

2. Panelists William Haines Jeffrey Jacobs, Esq. John Milligan, CPA
SVP, Director of Client Services, Pennsylvania Trust
Jeffrey Jacobs, Esq.
Assistant General Counsel, Comcast Corporation
John Milligan, CPA
Managing Partner, Milligan & Company
Trudie Bruner Rowello
Chief Operating Officer, Fernley & Fernley 2

3. The Role of the Board of Directors
“Think beyond your experience and plan beyond our tenure”
-Edward Barlow

4. The Role of the Board of Directors
Fiduciary Responsibility or Duty
--is the highest standard of care at either equity or law. A fiduciary (abbreviation fid) is expected to be extremely loyal to the person to whom he owes the duty (the "principal"): he must not put his personal interests before the duty, and must not profit from his position as a fiduciary, unless the principal consents.
Source: Wikipedia April 10, 2010

5. The Role of Staff in Effective Board Governance
Does staff have fiduciary responsibility?
Strategic Insight/Tactical Resources
Experience and knowledge
Transparency 5

6. Key Issues in Board Governance
Board Development
Board Engagement
Financial Governance
Strategic Planning
Keepers of the mission 6

7. Board Development
Maintain an empowered, active, and accountable committee structure
Provides opportunities for pre-Board leadership
Have a clear and transparent nomination/appointment structure
Stakeholders need to know how to get involved and understand the process/criteria for doing so 7

8. Board Engagement Ensure productive well-run strategic meetings
Have Board “job descriptions” that clearly articulate what is expected of the position and what resources they have to achieve these goals
Keep politics and personal agendas to a minimum 8

9. Financial Governance Review financial reports prior to meetings
Ask questions in advance to appropriate staff and Board members
Raise important financial questions at the Board meeting, but don’t let the minutia dominate financial discussions

10. Strategic Planning Guardians of your organization’s mission.
Lots of organizations go astray. Adopting strategies that are focused on generating $$, rather than focused on achieving a mission or purpose.

11. A Culture of Accountability
Process, metrics, and “habits” need to be in place among both the Board and Staff to understand how success will be defined and whether it is being achieved
Can be a very uncomfortable transition for ingrained Board members and staff