1. Strategic Conversations in the Boardroom
November 6, 2010
9:00 a.m. - 4:00 p.m.
Presented by: Ruth Armstrong, MBA

2. Outline Morning (break at 10:30) Afternoon (break at 2:30)
9:00-12:00 High Performing Boards – what does it take?
Leading in partnership with the ED
Key processes and systems: getting the work done
Afternoon (break at 2:30)
1:00-2:30 Succession Planning for Board and EDs
2:45-4:00 ED Performance Appraisals

3. High Performing Boards

4. The system by which organizations are directed and held accountable
What is Governance?
The system by which organizations are directed and held accountable
Governance considers the rights and responsibilities among stakeholders: Board, Management, Employees, Clients, Community, Partners, Government (including LHINs)
Defines the separation point between the authorities of Board and Management

5. Best Practices in Governance
Governance model is intentional and fits
Governance Committee: includes development of board
Finance and Audit Committee
with financial skills
Written Policies and Terms of Reference
Strategic Planning process
Board Self-evaluation and responsive action
Using the Board for all its value
Right Board composition
See Toolkit pages 1: Description of Governance Models

6. Roles & Responsibilities of the Board
1. Leadership
Strategic planning, thinking and setting direction
Government/ External Relations
Resource development (includes fundraising)
Ambassadorial and legitimating role
See Toolkit pages 3-5: Conducting a SWOT Analysis

7. Roles & Responsibilities of the Board
2. Accountability and Stewardship
Monitoring and evaluation of:
Mission results
Programs and services ED
Legal and financial obligations
Board processes
Reporting, communicating and responding to members, donors, volunteers and other stakeholders (media, government)

8. Roles & Responsibilities of the Board
3. Systems and Processes
Ensuring the appropriate systems and processes are in place for organizational and board effectiveness e.g.:
Policy development
Budgeting and generally accepted accounting practices
Communications and outreach
Board member recruitment
Innovation and creativity
See Toolkit pages 6-12: Board Role: Sample Policy & Officer Duties: Sample By-laws; Sample By-laws sections; Process for Updating By-laws, Sample Board Policy Book Table of Contents

9. 12 Principles of Governance that Power Exceptional Boards BoardSource
Constructive Partnerships
Mission Driven
Strategic Thinking
Culture of Inquiry
Independent-mindedness
Ethos of Transparency
Compliance with Integrity
Sustaining Resources
Results-oriented
Intentional Board Practices
Continuous Learning
Revitalization
How does, or could, your board demonstrate these principles?
See Toolkit pages 13-15: 12 Principles of Exceptional Board in Practice

10. Leading in Partnership with the ED

11. A Paradoxical Leadership Relationship
LHINs – a virtual boss of both
Takes direction from and reports to the Board
Provides professional advice to the Board
Hires, monitors, supports and, if necessary terminates, the ED

12. A Dysfunctional! Relationship
different visions/values
disrespect
incompetence
different priorities/ agendas
limited communication

13. Productive Board-ED Relationships
What are productive relationships characterized by?
What kind of information does the board need (why), in what form, and how frequently?
From the ED and other sources
*See Toolkit pages 16-18: Conversation Guide: Negotiating the Board-ED Relationship and Sample Policy Board-ED Relationship

14. Key Processes and Systems…

15. Enabling Boards to Add Value
Agendas and board meeting management
Engaging board members – leveraging talents
Recruitment and Retention
See Toolkit pages 19-20: Promising Practices for the Board

16. Process: AGENDA DESIGN
INFORMED BY
Annual Calendar
AGM
COLLABORATIVE
Strategic Plan
Principles: clear objectives, order of items, engagement
TOOLKIT: See pages 21-24: Tips and Techniques for Engaging, Productive Meetings, Sample Board Agenda and Sample Annual Board Calendar

17. Recruitment & Retention
Share practices and lessons learned re: recruitment and retention
What tools and processes have worked for you?
What challenges do you face – how have others dealt with these?
TOOLKIT see pages 25-28: Sample Board Profile Matrix

18. Engagement: Leveraging Talents
Share practices and lessons learned re: engaging and making the best use of your board members
What tools and processes have worked for you?
What challenges do you face – how have others dealt with these?

19. Succession Planning - for the Board and ED

20. Succession Planning
Succession planning is a process of preparing for a smooth transition of leadership roles
Succession planning helps ensure an organization has access to individuals with skills and qualities to fulfil leadership roles as those roles become available and evolve

21. Board Succession Planning Enablers
Leadership: e.g. Governance Committee or Nominations task force
Inventory: Board profile/matrix of skills/ connections and gaps related to Strategic Priorities
Schedule: planned turnover/refreshment
Board evaluation process
Recruitment tools and processes
Orientation and development plan
Leadership transition plan

22. Diversifying Your Board
Many boards look the same… how do you attract a diversity of perspectives onto your board?
How might you need to change board processes and structures to engage and retain diverse board members?

23. Preparing an ED Succession Plan
A sound risk management practice*
Key components
Policies
Plans
Professional Development
In three forms:
Planned departure
Unanticipated departure
Strategic leadership development
*Source: Recommended Reading 4 “Building Leaderful Organizations”

24. Planned Departures
Your ED has informed the board of his/her retirement. It’s 1 or more years away…
Hurrah - you’ve got time to prepare!
Where does the board START?
What needs to happen over the next 6-9 months?
What should the board ask the ED to do?
See: Recommended Reading 9 “Executive Director Legacy Statement Template”
Toolkit page 29: Nuts and Bolts of Departure-defined Succession Planning

25. Unanticipated ED departures!
Unanticipated ED departures
What is the Board’s role in the case of an unexpected departure?
What emergency responses has your organization defined?
For a temporary absence
For a permanent absence
What needs to happen in the short term?
See Recommended Reading 8 “Emergency Succession Planning Toolkit”

26. Strategic Leadership Development
Start from your strategic plan
What professional development investment is required - for the ED or other senior managers?
What are the challenges of investing in leadership development?
How can we address these challenges?

27. ED Performance Appraisals

28. Different Approaches
Recruiting, hiring and evaluating the ED are some of the board’s most important jobs
Cultural considerations
Knowledge sharing: Discuss the key features of your organization’s ED performance appraisal process
What commonalities did you identify?
What interesting or innovative practices exist?
See Recommended Reading 10 “Hiring and Performance Appraisal of the Executive Director”

29. Evaluating Against Standards
Job descriptions, policies and your strategic plan are the standards or expectations against which boards should assess the ED’s performance
What kind of information does the board regularly receive or have easy access to that it can use to assess the ED’s performance against these standards?
What other kinds of information would it be useful to collect and from whom?

30. 360° Performance Evaluations
Soliciting feedback from a variety of stakeholders – e.g. managers, staff, partner agencies, funders
Tools: surveys, interviews, external evaluator
360º
FEEDBACK
See Recommended Readings 11 and 12.

31. Feedback and Follow up
If performance improvement is the goal, feedback should be continuous – and not confined to an annual performance evaluation process
How does your board provide feedback to the ED throughout the year?
Based on the annual performance appraisal, how does your board…
recognize and reward strong performance?
address issues (e.g. related to underperformance)?

32. What changes do we need to make in our organization?
Now What?
What changes do we need to make in our organization?
TOOLKIT page 30: Recommended readings