1. Jim Kasch

2. Agenda Research & Experience Must-Haves Trust Micromanagement Clarity Building Communication & Trust Other Issues

3. Research & Experience “Board-CEO Relationships: Successes, Failures, and Remedies” Filene Research Paper Colorado State University Jim Kasch 4 years as CEO 10 years senior level experience with multiple boards of directors

4. High Level Research Results Size does not matter CEO’s and Chairpersons reported similarly Four behavioral dimensions identified Trust Micromanagement Clarity of roles/purpose Building communications & trust

5. Must-Have Qualities Common Vision Who are we? Who are we serving? What do they value? Common Philosophies How will we meet the needs of our stakeholders? Constructive Partnership Mindset of interdependence; shared responsibility

6. Must-Have Qualities Clear Expectations What and how Strategic Thinking CEO brings strategy-related topics to the table Culture of Candor Alive and well

7. Within the Board What are the power dynamics within the board? Are the right disciplines represented on the board? Is there alignment on what you are trying to accomplish? Is there alignment on the traits of your ideal CEO?

8. Board Self-Management Who polices the board? Do you employ self-assessments or use third parties? Only the board can fix the board Outliers Gut check – Are you still the right person? Do you have the right management in place?

9. Elemental Balance Trust Communication

10. Two Most Important Elements Communication within the relationship Open, honest, timely Pre-meeting conversations, off-site Eliminates “surprises” Trust between the CEO and the Board Both parties have the best intentions Nurtured over time Obtained through shared experiences during stressful times

11. Three Levels of Trust 1. Situational Trust Trust in some cases; specific rewards and punishments 2. Mutual Trust Confidence in each other; strong communication; willingness to be vulnerable 3. Seamless Trust Identify with one another; feels like family

12. Improving Trust Clear and consistent communication Adherence to well-defined roles Clear performance expectations Do as you say; say as you do Best Practices from the Room

13. Micromanagement Most important issue on survey Good relationships where the board resisted the temptation to micromanage Focus on strategic governance issues “The Veto Gavel” Best practices in the room

14. Clarity CEO Powers Follow the tenth amendment Performance management Have you aligned the CEO’s performance expectations with the needs of the credit union High capital versus growth Safety and Soundness versus Risk Management

15. Clarity CA Credit Union CEO no-show to planning session Director as Interim 7 out of 11 directors privately expressed they were the “Devil’s Advocate”

16. Building Communication & Trust Transparency in results with the Board “Right kind; right amount” of information The whole truth vs. Nothing but the truth CEO leadership style is important Participative, collaborative Best handled during hiring

17. Best Practices CEO/VP meeting with the Chairman prior to the board meeting CEO report in Board Packet describing progress toward objectives Actively team build Social interaction breeds familiarity

18. Best Practices “We’re All in this Together” Give CEO an avenue to discuss under-performing directors Annually review position descriptions Is there a “Director” job description? Flip the Board Meeting agenda Strategy first; mundane last

19. Other Issues Should CEO be a member of the board? Should there be term limits for directors? Mr. Smith, 42 years on the board Assessing Director competence Financial acumen Professional discipline

20. Contact Information Jim Kasch jkasch@usffcu.jkasch@usffcu.org