1. SAE Board of Directors Governance Process Strategic Direction Vision & Objectives Limitations on Its Delegation Board’s Relationships With Operating Boards/ Committees Board’s Governance Process

2. Agenda... The What and Why of SAE’s Governance Review governance model and SAE’s approach to policy setting Use of the Policy Manual to clarify roles and empower: –Operating Boards –Committees –Staff Q & A Applied governance exercise

3. Governance Leadership Assure effective and timely decision making to meet member needs in this period of rapid change.

4. The Board’s Governance Process Is owned by the Board Provides the Board with a leadership process that: –Assures Board meets its responsibility to members –Requires Board to set direction and policies of SAE –Empowers operating boards, committees, and staff to function within those policies –Expects Board not to do operating board, committee, or staff work Allows SAE to meet changing needs of customers in a timely manner

5. The Board’s Governance Policy Manual... A powerful leadership tool which: –Sets the vision/strategic direction –Clarifies roles and responsibilities –Simplifies decision making –Empowers operating boards, committees, and staff to respond to change

6. Basic Principles of Governance Policy Board sets policies of organization Empowerment of organization Climate of trust, respect, and teamwork Total quality management Policy Manual is a living document Any reasonable interpretation permitted Today’s environment of rapid change necessitates timely decision making Board sets its own agenda in a rational manner

7. Governance Policy Leads to Success Growth of SAE Fiscal stability of SAE Innovation and creativity by OBCs Global successes

8. Agenda... The What and Why of SAE’s Governance Review governance model and SAE’s approach to policy setting Use of the Policy Manual to clarify roles and empower: –Operating Boards –Committees –Staff Q & A Applied governance exercise

9. Documents Hierarchy Purpose Articles of Incorporation Bylaws Vision & Objectives Policies Limitations, Relationships, Governance Policies Operating Boards/Committees Strategic Plans Annual Business Plan

10. Documents Hierarchy Purpose Articles of Incorporation Bylaws Vision & Objectives Policies Limitations, Relationships, Governance Policies Operating Boards/Committees Strategic Plans Annual Business Plan Member Owned Board Owned Operating Board, Committee Owned

11. Governance Policy Manual Strategic Direction –Vision –Objectives (Ends) Strategic Initiatives of the Board –Sub-Objectives (Sub-Ends) Means – How SAE operates –Board’s Governance Process –OBC responsibilities –OBC limitations –Staff responsibilities –Staff limitations

12. Governing with Policy Four Policy Types encompass ALL Board policies and describe SAE’s values at the broadest level

13. Four Policy Types Board Leadership Governance Process RelationshipsLimitations Vision & Objectives

14. Governance Process RelationshipsLimitations Vision & Objectives/Sub-Objectives -Provide Strategic direction -Empower OBCs and staff Vision & Objectives

15. Governance Process RelationshipsLimitations Vision & Objectives

16. Governance Process RelationshipsLimitations Vision & Objectives GOVERNANCE PROCESS -Define the Board’s job -Describe how the Board governs

17. Governance Process RelationshipsLimitations Vision & Objectives RELATIONSHIPS - Clarify roles and responsibilities - Answer who’s responsible for what

18. Governance Process RelationshipsLimitations Vision & Objectives LIMITATIONS -Provide empowerment -Describe unacceptable actions

19. Agenda... The What and Why of SAE’s Governance Review governance model and SAE’s approach to policy setting Use of the Policy Manual to clarify roles and empower: –Operating Boards –Committees –Staff Q & A Applied governance exercise

20. The Board’s Job... 1.Write policies 2.Assure/monitor performance against policy 3.Provide leadership/communication 4.Establish nomination and election process 5.Approve selected awards 6.Fill Board positions resulting from vacated elected offices 7.Ambassadors for SAE support

21. Governance Process Policies – How the Board Performs its’ Job Teamwork Proactive and empowerment Focus on customer needs Continuous process improvement Uses short-term focused subteams to increase productivity

22. EVP/Staff Job... Share responsibility with the operating boards and committees for the achievement of the Objectives (Ends). Presidential focus area support, Competent staff, Succession plan Assure fiscal stability and viability. Identification and communication to the Board of strategic opportunities for SAE. Maintain safety of SAE assets. Provide accurate and timely inclusive information on SAE operations. In cooperation with the President, maintain favorable perception of SAE among key leaders in the mobility community. Serve as mechanism for official corporate communications. Enhance image of the president as SAE’s leader and spokesperson.

23. Operating Board, Committee, Staff Job... Achieve the Objectives, Sub-Objectives, and specified job products. Interpret and operate within Board policies Partner with other operating boards, staff, and external organizations. Monitor performance by providing monitoring data to the Board. Identify new strategic opportunities.

24. Board’s Agenda Annually developed by the Board For each meeting, the Board Agenda Planning Team sets agenda –In accordance with annual agenda –With input from Board at previous meeting

25. Board’s Business is... Challenge organization to advance “the mobility community to serve humanity.” Set strategic direction of Society Specify job products of boards and committees Assure performance of boards and committees Define the means within which OBCs are to achieve Vision and Objectives Describe SAE’s Values

26. Personnel Procedures Leases Objectives Reports Finances Budgets Data Progress Monitoring Relationships Strategic Direction Visioning Board Agendas Modify Policy Manual Changing Board Process Board Policies Filter Out Non-Board Business

27. Any Questions?