Roles and Responsibilities of a Board Member

Roles and Responsibilities of a Board Member
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Hindrik Sjens - http://www.flickr.com/photos/hindrik/3068527244
Roles and Responsibilities of a Board Member Public organization Optics; entrusted Privilege Instrument of government Privilege can be taken away There are three key elements to begin with in this section and the first is that regulatory organizations are public organizations. It is important, in terms of the optics on how we define what we’re doing, to consider that we’re in public organizations entrusted to professions. Often regulatory organizations are viewed as professional organizations working within the realm of the occupation. However, when you consider a regulatory organization’s true role, it is an organization for public protection that has been entrusted to a profession. It’s a privilege, it is an instrument of government and it can be taken away. Certainly in Ontario there have been challenges in this regard and we know in the United States, there are often sunset provisions that come in to play, calling into question whether or not a regulatory organization should continue to exist and what its obligations should continue to be. Image Credits: Sean Hayford O’Leary - Hindrik Sjens -

Governance is governance is governance
Roles and Responsibilities of a Board Member Protecting the public interest Mandate, mission Entry to Practice Professional Conduct Continuing competency and quality assurance Linked to reputation Another key element in this conversation is protecting the public interest, which is really the foundation of regulation, but it bears repeating in the roles and responsibilities section of this training. What we’re really discussing here is mandate and mission. The conversation needs to be about what it is we are responsible for and how we ensure we are doing it well. Although there may be more than three legs to the “stool” around this conversation, there are three primary ones that I think we could all come up with regardless of which jurisdiction we come from. The first is that we have a responsibility related to entry to practice or “who gets in.” Second, we have a responsibility to professional conduct during investigations, reviews and discipline - so “who shouldn’t be in,” so to speak. And finally, the question of continuing competency and quality assurance and how we assure that individuals stay current. In the event that we aren’t doing any of those things well, the question would then come back to, “where are we in protecting public interest related to the profession?” Protecting the public interest is very much linked to the concept of reputation. In the event that we stray from our mandate, it becomes very hard to recover. And the last key message that is fundamental to this presentation is that “governance is governance is governance.” Generally whether it’s corporate, public or nonprofit, when we’re talking in terms of a governing role, governance is governance and that’s what we’re going to begin to explore. Governance is governance is governance Image source: Michael Grimes -

Adding value Strategic direction Organizational well being Financial health Quality (perception) High performing CEO When we’re thinking about the principle job of a board member or a governor, it is really about adding value. When you leave a board/council meeting or you finish your mandate or term, can you consider that you actually added value to the organization? Adding value can mean setting strategic direction for the organization; being concerned about the organization’s wellbeing including its staffing and its policies; being concerned about its financial health; ensuring it’s doing a quality job, both in perception and offering quality products; and ensuring the organization has a high performing CEO that’s assisting and partnering with the board in terms of its work.

Key behavior ══ ask probing questions Within boundaries of Board mandate Why/What vs. How questions Example: What activities should we be involved in? vs. how should we carry out that activity? In adding value in this way, one of the key responsibilities, or key behaviors, of an engaged governor is asking probing questions. Regardless of how challenging this might be for staff, this is exactly what governors should be doing. Asking question of other board members, of presidents, of the CEO and they should be doing this particular thing well. One of the tricks for the trade is making sure that those questions also stay within the boundaries of the role of a governor. One of the ways in which I often describe this is, as a governor is “am I considering the why or what question?” So, “why are we doing that” or “what are we doing?” As opposed to questions that talk about “how,” which are operational in focus. Asking what and why questions related to the work of the board is really a key behavior of an engaged governor.

Responsibilities or Duties Duty of care Accountability Duty of loyalty Alignment Duty of obedience Unity of command Responsibilities can also be bucketed into three primary areas known as Care, Loyalty and Obedience. You will often see these referred to as “duties” which increase that manner of responsibility to a governor. When we talk about duty of Care what we’re really talking about here is accountability; what we are accountable for as a board. We’re accountable to be diligent and to act with due diligence around the things that are mandated by our enabling legislation. We also need to place due diligence on finance and what are the checks and balances that will let us know that we’re on target related to our outcomes and goals. Second is the duty of Loyalty. This is really about direction or alignment and the question of “are your interests the best interest of the organization?” Do you have the public interest in mind? Can and do you set your hat at the door related to your personal interest when you enter into that board room? Loyalty addresses such things as conflicts of interest and the ability of a board to speak in one voice, striving to achieve its vision. Lastly we’ll talk about Obedience and the rules and unity of command. Are you obeying the rules as a board member? The rules may come in various forms: there are bylaws, there are rules of order, sometimes there are governance policies and, in a best practice environment, you will have a code of conduct.

Public Mandates from government Expectations Qualified, competent members Fairness, transparency Knowledge Now, who is a board member responsible to? There is a book called The Imperfect Board Member, written by Jim Brown. It is an excellent resource to discuss who board members are really responsible to in their various activities. In our role as regulators the principle individuals, or individual, that we’re responsible to is the public through government. In many ways this can be described the public being our “owners.” Very often because our licensees or registrants are our funders, we place the emphasis in the direction of the licensee as our owner when, in fact, our mandates come through government. We’re an instrument of government and therefore the public is our primary or principle owner and to whom we are most responsible. What does the public expect? They expect qualified and competent members/licensees, so we are assuring them that licensees are qualified. They expect fairness in their dealings with us. They expect transparency. They want to know and understand what we’re about and they expect to glean or get knowledge from us in terms of our role as we interface with them.

Licensees & applicants Engagement Fiduciary Duty Fairness, transparency Education and information And what about the licensee or even the potential licensee? What is the board member’s responsibility to them? What’s really important about our relationship as a board with a licensee is their engagement. We also have a fiduciary responsibility to the individual registrant as well; they pay their fees, and although they may not be our “owners” in terms of who we’re mandated to protect, we are responsible in terms of ensuring that we’re accountable for those funds received and that they are used wisely. We’re also responsible for fairness and transparency; licensees expect fair, objective and impartial dealings with the regulatory agency. Finally, they expect information, so education and information is provided that assists an individual in understanding their activity with us.

Board and staff Listen and participate Complete assigned work Maintain working relationships Ask questions We also are looking at responsibilities of a board member to the other members of the board and the staff. What might those responsibilities look like? While specifics vary from jurisdiction to jurisdiction, perhaps there might be a list like this: To listen, to participate, to do the work we say we’re going to do To foster really great working relationships And last but not the least, to ask questions in order to help make good decisions

Code of Conduct Be knowledgeable Respect confidentiality Declare conflict of interest Ask questions (respectfully) Listen Be objective Attend Speak with one voice Stay out of operations Accept nothing less As mentioned earlier, a common element of Board service includes a code of conduct. Codes of conduct are the internal rules of behaviors relating to the culture of the organization; they dictate the general attitudes and beliefs of this particular group and how board members are supposed to act. In good times codes of conduct are there and they don’t need a lot of referencing, but in difficult times they are extremely important to have so that a group can come back and identify how they deviated from the standard or the culture as intended. It creates an “anchor” if you will. The common themes that one would see in codes of conduct often include: An individual needs to be knowledgeable, so you need to be informed, you need to read your material and you need to prepare effectively for meetings. You need to respect confidentiality. You need to declare conflict of interest or a bias in a particular matter. You need to ask questions. There it is again, although this has got the caveat on it around “respectfully” You need to listen to others and you need to be objective in terms of considering the decisions before you. You need to attend. While this should be obvious, sometimes it becomes an issue. Board service is about commitment and involvement. You need to speak with one voice. You need to stay out of operations. This goes back to the previous discussion regarding how you stay on the “why” and the “what” questions, and knowing that if you’re getting into the “how,” you’ve moved into the operation side of the equation which you have staff to handle. Finally, accept nothing less, meaning is if you’ve got a code of conduct and you’re setting a culture, you will accept nothing less from one another and keep each other honest in that regard. Image credit: Andrew Stawarz -

Speaking with one voice Interest of organization first Not a constituency-based organization Majority speaks Achieve consensus where possible Accept decisions made by Board One of the elements of this of course that has been mentioned a couple of times is the concept of speaking with one voice. Sometimes this can be a challenge because this comes back to setting your hat at the door, setting aside your own personal interest. This means coming to the interest of the organization first, ensuring the board is concerned about the whole and the mandate of the organization as opposed to one particular constituency. Therefore, although there may be heated debates and dissention relating to certain board discussions, at the end of the day the decision of the board has been made and it must be carried out consistently by each board member. Board members must accept that a respectful debate has been had, the decision has been made and they are not at liberty to publicly question or go against the decision.

What to do with a disruptive member? Challenging and difficult Be honest Name it Manage it Censure it Move on! A corollary to this is what to do with a disruptive member. This speaks again to the concept that board members should accept nothing less in relationship to codes of conduct. This is always an area that is very challenging for boards. It is difficult to call one another to task on behaviors that are unbecoming or behaviors that aren’t constructive to the board. The key to managing difficult board members is just to be honest and know that everyone’s there trying do their best. Consequently, a good course of action is just to name it - whatever the issue is -, to manage it, to censure it and to move on. You probably can think of examples in your own history related to boards, either in your current board or others you’ve served on, where this is has been a challenging circumstance. Image credit: Meredith_Farmer -

High performing organizations have: One Board One CEO One vision One voice As we shift to discussing high performing organizations, one of the key factors is alignment. High performing organizations have great alignment. Everyone gets where the organization is headed. They understand the mandate. They know what the outcomes are and there are some tactics against those outcomes. Alignment can often be described as follows. A high performing organization will have one aligned board. They will have one CEO; they are not involved in hiring, firing and employment of staff, they work through the one staff person and leave the operational details to that CEO. They will have one vision, and they will have one voice. The operative word I know that you can see here is the word ONE and again it comes back to alignment and being clear about where one is headed.

One staff person Council hires CEO CEO hires staff Staff work under CEO direction The concept of one CEO or staff person can be a challenge for boards. It is often dependent upon the organizational model and sometimes the models drag governing boards into areas that they, perhaps, wouldn’t fall into otherwise. At times, the model can be the problem, not necessarily the people. For example committee models, where you have regulatory organizations that have a variety of committees, take things one layer lower than board decision making and increase the involvement directly with individual staff. It can create confusion in terms of to whom the staff members report and may muddle the ideal structure of the board or council selecting the CEO and the CEO being responsible for the direction of any additional staff members. An example might be where a committee chair decides that there might be some really interesting research in a particular area not entirely related to the mandate of the committee so they decide to ask the staff person assigned to their committee to pursue that research. That really isn’t the purview of that particular chair. That chair’s role is to facilitate the work of the committee on behalf of the board. The staff person is to assist in that direction given by the board but any unrelated activity should be under the direction of the CEO. What’s really important for board or council members to remember is that they hire a CEO and that CEO is the main staff person who is accountable to them.

Conflicts of interest: examples? Personal Relationship with potential contractors; Relationship with person/organization before adjudication panel in which you are participating Financial Pecuniary interest in a matter Here is where we will come to Conflicts of interest. You can probably come up with examples you’ve bumped into yourself over the years, but a common example in regulatory organizations is that you have a partnership or a working relationship with an individual who is applying for an open contract with the board or college. Another example might be you’re an academic representative on this particular board sitting on the entry practice panel and one of your students or advisees comes under question. Or another example would be that somebody you work with comes through the discipline process while you sit on or oversee disciplinary hearings. Some of the more obvious examples come in where a Board or Council member has any time of financial interest in an issue the board is considering. Conflicts of interest, though rare, do arise and some professions with a smaller pool of practitioners may seem them arise more frequently. When they do arise, it is essential that they be handled and managed appropriately.

Best Practices Know the policy! Declare conflict Seek advice from Chair, CEO or Committee Chair Leave the room; include in minutes Training re: encouraging declaration The main concern for board members is to know the policy. Some of the best strategies for dealing with potential conflicts involve knowledge; knowing the plan, working with the plan and keeping it at the forefront so people are clear about it. Generally what you are going to see in Conflict of interest policies are that individuals need to begin by declaring their potential conflict. They can seek advice, privately, from the President or Chair of the board, perhaps from the CEO, or chair of a committee. When they make their declaration they are providing no information, they simply are declaring, and any specifics about the relationship will only be discussed in those private circumstances. Once declared, best practices would say that the individual should leave the room. Some organizations have determined that as long as the individual takes no part in the discussion, they can remain at the table; however, it still creates a presence in the discussion that would be best to avoid entirely. If someone leaves, note in the minutes that they leave the room for your own accountability purposes. It is best to have alignment on the content of the policy related to Conflicts of interest, to educate board or council members about it and, finally, to enforce it. The other question is how to get people to declare their conflict, which is about honesty. It also comes back to ongoing orientation and the importance of consistency because the fundamental nature of the reason for doing all of these is avoiding the Achilles heel.

Achilles heel = decision in bad faith Not common Insurance, indemnification often protects Council for decisions made BUT… The concept of the regulator’s “Achilles heel” is an area in which it is best to have a discussion with your fellow board members outside of the meetings and more in a round-table format. What are the kinds of conflicts of interest that cause the Achilles heel of an organization, meaning that the decision is in bad faith? This not common for regulatory organizations and partly that’s because we are creature of statute and often, not always, the legislation will indemnify that most of the decisions made by a regulator are made in good faith. Insurance, of course, assists with this and in the majority of court cases, the court tends to uphold decisions by a regulatory body based on their statutory elements and the nature of why they were created.

Achilles heel = decision in bad faith No protection for Council member where: Undeclared conflict Breach of confidentiality Reputation Management However, rulings and reviews never come out in favor of the board if there is any evidence that is related to undeclared Conflicts of interest or a confidentiality breach. THIS is the Achilles heel area of regulatory organizations. Board members need to be made aware of the kinds of concerns that an organization would see if someone didn’t declare a conflict of interest and what that would mean for the organization’s reputation. It is very important that each member understands, in a practical way, what decisions in bad faith mean to an organization entrusted with the public interest. You want to ensure confidentiality and conflicts of interest are included in your code(s) of conduct. You would also want to have opportunities for sanctions and consequences for a board member’s intention failure to disclose conflicts of interest. All of these will help you avoid decisions in bad faith and maintain the reputation of the organization.

Public Information Laws Decisions taken under statute Governance (by choice) Exception to public information: “In camera” or “executive session” meetings Here let’s talk about public information. When you are looking at what is public, you will probably find that just about everything you do as a board or council member is part of the public record. Obviously laws are, the decisions we take under statute are, and governance generally is as well. While laws vary around this by jurisdiction, generally, most meetings are open to the public and proceed in that fashion. Increasing pressure for transparency in public organizations is moving in this direction. There is decreasing opportunity for issues to go “in camera” or into “executive session” meetings because of the desire for increased public accountability. Generally the two things that fall here - and even these are limited compared to in the past – are staff decisions and very sensitive discipline issues or discussions if they reach the board level. On occasion legal opinions can be given in camera but even those are increasingly done in the public forum. There are very interesting pressures that are moving us towards public disclosure and I know many of you will be familiar with the increasing pressure to be disclosing elements of complaints even outside the disciplinary process. This is an evolving area that I think we’ll all feel increasing impact from over the coming years.

Benefits of an informed public Benefits of an informed profession Building and maintaining strong relationships So what are the benefits of an informed public? What are the benefits of transparency and providing information to the public? First is that it leads to increasing the public confidence and increasing their trust which is invaluable for regulatory authorities. An informed public increases the enablement of members of the public to exercise their rights and ensure quality of service. It also results in increased knowledge of the role of regulatory organizations, their accountability, and how regulatory organizations strive for excellence. In terms of the benefits of informed profession, the benefits become a little more tangible. Obviously you’re going to have a group that knows the rules. You’re going to have a group that’s able to integrate the standards into practice which is a benefit for all. You may be able to help decrease confusion between the roles of regulatory organizations and professional associations. Finally, you will increase engagement in policy making. The North American regulatory model is one that relies on the profession to be engaged in self-regulation and an informed profession, generally, can become increasingly engaged in rules, decisions, and development of activities within the regulatory community. Last, but not least, building and maintaining strong relationships with other stakeholders. These stakeholders might be patients, potential consumers, government, academia and even other professions so ultimately this is about having a governing voice that has influence. As a board member and governor, attending to the stakeholder relationship and thinking hard about the strategic fit of each stakeholder is key to becoming an influential policy maker. Image credit: buddawiggi-

Communication tools Audience dependent Issue dependent Strategy dependent Budget dependent Informed and engaged public, members and board members This is not a communications presentation and it is really too big to be covered here fully, but communication is audience dependent, it’s issue dependent, and it’s strategy dependent. There are multiple vehicles for communication and they are all attached to dollars and resources. Whether it is our annual report, our website, a newsletter or brochure, the media or face to face communication, communication vehicles are constantly evolving. The evolution of communication methods is incredibly obvious when you consider the advances in social media, Twitter and “app” based devices like iPads. Organizations are even using the computer realm Second Life to advance knowledge to consumers about health care, so keeping up with all of the various options available to you is important. Really thinking hard on the right communication tools to create the informed and engaged component about which we just spoke is a key function and responsibility. You do not necessarily have to come up with the specific tools to be used but talking about communication as a whole is critically important at the board level.

Evaluating Board performance Several options: Meeting evaluation Annual evaluation Self evaluation Peer evaluation We will begin to close this module by discussing the evaluation of board performance. If you are focused on governance excellence then you need to strive for continual improvement; and if you are a regulatory organization with a mandate to look at continuous improvement of a profession, it becomes even more important to reflect that behavior internally as well. Across the spectrum of governing organizations, a wide range of options are being discussed related to meeting evaluation. Two common options are annual board evaluation and self-evaluation. Although, certainly, literature would say we’re generally not very good at it, self-evaluation is one component. Peer evaluation is another but it presents its own challenges. Many organizations are moving to peer evaluation and it seems to be more comfortable and familiar to those in the younger generations. Peer evaluation, particularly related to chairs, can be an excellent tool to aid in the continual improvement and advancement a governance discussion.

Measuring and reporting Defining indicators of success Linked to public reporting Identify gaps and opportunities for improvement Regulatory organizations are in the very beginnings of what we’ll call the art and science of performance measurement. This includes looking at what would be the indicators of our success, what are the indicators that would tell the public that we’re meeting our mandate, and what are the indicators that would explain to the government that we’re responsible and accountable for our role that’s been vested in us. Some organizations utilize something similar to a balance score card, others use other kinds of mechanisms to do this, but whatever it is that we’re measuring at a board level needs to be linked with the concept of public reporting. We need to answer the following questions for ourselves but we also need to communicate the responses to our stakeholders: What do those indicators tell us? What are the good things? What are the tough things? Where are the gaps? Where are we headed? How do we start to be transparent about the good, the bad, the areas that need for improvement? This reporting can strengthen our integrity by indicating that we’re honest and we’re making some strides but we also have areas for improvement. These are the kinds of conversations that build confidence in our role amongst those very stakeholders that we talked about before: amongst our owners, the public, amongst licensees, and amongst the varied stakeholders that we’re engaged with.

Summary Responsible to many Governance, not operations Partners in leadership Build public trust In summary we’ll close by saying, ultimately, that we are responsible to many people and a wide range of stakeholders. Boards are about governance, they are not about operations. They are about the “what” and the “why,” not the how. It’s a partnered leadership. It’s a partnership with the CEO and the board as well as partners in leadership across the profession. This partnership must also include all the various groups that help us to accomplish the kind of regulatory influence that’s important in today’s society. Finally, we’re about building public trust around the mandate that has been given through statute. These are all really important roles that each board member must understand in order for a regulatory organization to function at its greatest capacity.

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Roles and Responsibilities of a Board Member

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