1. Effective Board Management Relations

2. Objective To explore how the Board and management can build trust and maintain effective relationships in order to fulfill the organization’s mandate.

4. Effective Relations Demand Clear Understanding of Roles and Responsibilities

5. Governance Structure BC Society Act StaffStaff Board of Directors Directors CommitteesCommittees CEOCEO Sr. Mgmt MembersMembers The CEO is the single point leader ACCOUNTABILITYACCOUNTABILITY RESPONSIBILITYRESPONSIBILITY ChairChair

6. Standard of Care A director shall  exercise the care, diligence and skill of a reasonably prudent person in exercising his powers and performing his functions as a director.  act honestly and in good faith and in the best interests of the corporation. BC Society Act, Section 25 Common law

8. The Board’s Responsibilities Leadership Setting strategic direction Formulating policy Oversight Recruiting, monitoring and evaluating President Measurement Measuring corporate performance and accounting to stakeholders Stewardship Monitoring conduct of business Safeguarding resources

9. Management’s Responsibilities Provides leadership to the Board in shaping the vision, mission and priorities. Manages operational activities Implements strategic plan Prepares and manages approved budget Provides quality material for informed decision-making and monitoring Communicates openly and clearly

10. Types of Boards Hands-onBoard AdministrativeBoard Management- Policy Board PolicyBoard

11. Decision Matrix Work together to create a governance matrix that clearly delineates who is responsible—the Board or the CEO — or whether the responsibility is shared.

12. BoardGovernancePolicies Terms of Reference Committee CommitteeStructure MonitoringSchedules Code of Conduct & Conflict of Interest CEOPerformanceEvaluation Board Education & SuccessionPlanning Board & CommitteeEvaluation

13. “When you plant a seed, you don’t dig it up every week to see how it is doing.” William Coyne William Coyne Former EVP, 3M Former EVP, 3M

14. Effective Board Management Relations Benefit from Clear Behavioural Expectations

15. Reasonable CEO Expectations CEO Clear performance expectations and a fair evaluation process Knowledge of industry and organization Regular attendance Adequate preparation Ambassadors Commitment to speak with one voice Commitment to being adding value Commitment to teamwork Advice and support

16. Reasonable Board Expectations Ethical conduct Regular and open communication No surprises High quality information for informed decision making

17. Effective Board Management Relations Depends on Effective Problem Resolution

18. The Goal is Consensus General agreement on issue Public support by all directors

19. BeliefsValuesBackgroundExperiences Learning Style Personal Style BeliefsValuesBackgroundExperiences Learning Style The Human Factor

20. The Consensus Conundrum Everyone sees the world from the bell tower of their own village. Russian Proverb

21. Words of Wisdom Everyone has a bit of the truth.

22. The CEO’s Responsibility Clear, objective communication of factual information, analysis, conclusions and recommendations.

23. The Chair’s Responsibility Ensures the decision-making process Ensures the decision-making process Offers relevant information Offers relevant information Clarifies views Clarifies views Defines common ground Defines common ground Suggests options Suggests options Works behind the scenes Works behind the scenes

24. Each Director’s Responsibility Reasoned, independent positions Open and candid dialogue Critical and creative thinking Judgment in best interest Commitment to reach closure

25. When There is No Consensus Continue discussion Table item Refer item to a committee or staff Vote to have issue decided by Chair

26. “Good fences make good neighbors.” Robert Frost, Mending Wall