94
Chairperson’s Role in High Performance Governance Les Wallace, Ph.D. © Signature Resources Inc. 2015 1

Cues chairperson 3 5-15 6.21pm

Embed Size (px)

Citation preview

Page 1: Cues chairperson 3 5-15 6.21pm

Chairperson’s Role in

High Performance Governance

Les Wallace, Ph.D.

© Signature Resources Inc. 2015 1

Page 2: Cues chairperson 3 5-15 6.21pm

Who is this guy?

© Signature Resources Inc. 2015 2

Page 3: Cues chairperson 3 5-15 6.21pm

Who is this guy?

Ideal 21C job: Grandparent!

University professor / administrator

Hospital administrator—traditional Board

International consulting company…

Touch 20,000 people yr. / Coach 28 Execs / 17 Boards a year

50% for-profit / 50% government & not-for-profit clients

Served on a Bank Board of Directors

Serving on Counterpart International Board

Serving on World Future Society Board

© Signature Resources Inc. 2015 3

Page 4: Cues chairperson 3 5-15 6.21pm

Liftoff Introductions:

CU size?

Years on Board?

Years as officer?

Identifying Participant Learning Interests:

Spend some time talking at your table about the topics you hope we cover and questions you have.

Please have someone make a list for me.

15 minutes.

© Signature Resources Inc. 2015 4

Page 5: Cues chairperson 3 5-15 6.21pm

Previewing Our Learning Journey

Identifying participant learning interests.

What to expect?

High participation seminar style dialogue.

Active questions help drive good learning.

Sharing solutions and models from your experience.

Planning for Back Home Follow-up:

Prioritizing personal action.

Prioritizing topics to address with the board.

Resources for additional followup.

© Signature Resources Inc. 2015 5

Page 6: Cues chairperson 3 5-15 6.21pm

Previewing Our Learning Topics

Critical Domains for Chairperson Leadership

Chairperson as Servant Leader: Balancing Facilitation and Influence.

Elements of high performance governance—asses where your board is on the governance practices curve.

Agenda setting.

Committees.

CEO partnership.

Meeting management and facilitation.

Governance leadership succession—chairperson’s role.

© Signature Resources Inc. 2015 6

Page 7: Cues chairperson 3 5-15 6.21pm

Leadership Advice

from a Wise Man

“These things happen naturally…

friction, confusion, underperformance.

Everything else requires leadership.“© Signature Resources Inc. 2015 7

Peter Drucker 1909 - 2005

Page 8: Cues chairperson 3 5-15 6.21pm

Friction, Confusion

as seen from the Board Perspective

© Signature Resources Inc. 2015 8

Page 9: Cues chairperson 3 5-15 6.21pm

21st Century Governance

Boards as Committees (‘50s-’60s)

CEO Driven

Boards as Managers (’60s-’70s)

Operational / Fiduciary

Boards as Trustees (‘80s-90’s

Policy and Strategy (John Carver)

Boards as

Transformational Leaders Generative Governance (Richard Chait)

Boards should be a strategic asset for the organization!

© Signature Resources Inc. 2015 9

Page 10: Cues chairperson 3 5-15 6.21pm

© Signature Resources Inc. 2015

Reflection

Is your board a strategic asset to the organization?

How many members have “strategy” experience?

Might you build that into your next recruitment effort?

10

Page 11: Cues chairperson 3 5-15 6.21pm

What is

The Future of Governance?

“The ever Present Future”

Benchmark, Read the Governance literature, call in the experts.

© Signature Resources Inc. 2015 11

Page 12: Cues chairperson 3 5-15 6.21pm

© Signature Resources Inc. 2015 12

Synthesis of Elements of Governance

Page 13: Cues chairperson 3 5-15 6.21pm

Future Governing Boards

© Signature Resources Inc. 2015

“In the not too distant future, new board

members, at all levels of enterprise--from

community organization to corporations--

will be required to ‘certify governance

competency’ to qualify for an

appointment / election.”Les Wallace

13

Page 14: Cues chairperson 3 5-15 6.21pm

Future Governing Boards

© Signature Resources Inc. 2015

Term limits the norm.

Recruitment focuses on competencies and connections.

Compensation for not-for-profit board will support increased

competencies.

Diverse board makeup will become the norm rather than the

exception.

Board officer development will become a higher priority

investment.

Board coaches will be commonplace.

14

Page 15: Cues chairperson 3 5-15 6.21pm

Governance Revolution

From the Literature

© Signature Resources Inc. 2015

Majority of meeting time invested in “strategically focused agenda.”

Competency development of directors receives serious focus--40 hrs. a year [3.3 hrs. a month].

Supervisory committee evolving to an Enterprise Risk Management approach.

Governance Self-assessments become annual routines.

“Independent Director” / “Outside Director” [not a current CU member] appointment to bolster Board strength. [In the U.S. independent outsiders make up 66% of all board and 72% of S&P 500 Company boards]

Are these themes surfacing with your Board?

15

Page 16: Cues chairperson 3 5-15 6.21pm

Governance Revolution

From the LiteraturePublic Company Governance Survey, Nat. Assoc. of Corp. Directors (2012-13)

Governance Challenges 2014 and Beyond, Nat. Assoc. of Corp. Directors, (3/14)

© Signature Resources Inc. 2015

Top priorities for Boards:

① Strategic planning and oversight.

② Corporate performance.

③ Risk oversight.

④ Cyber security.

⑤ Board Makeup.

Full board evaluations are conducted by 91.8 % of the survey population.

Director recruitment / succession ranked sixth in priorities.

16

Page 17: Cues chairperson 3 5-15 6.21pm

Chairperson Obligations

What do you believe are the key obligations of a

chairperson?

How might you measure a chairperson’s success?

© Signature Resources Inc. 2015 17

Page 18: Cues chairperson 3 5-15 6.21pm

Critical Domains for Chairperson

Leadership Governance vs Management Roles

Driving High Performance Governance.

Assuring the Board Calendar of Duties.

Agenda Setting.

Committee Accountability.

CEO partnership

Meeting management / facilitation.

Advocacy / Public Relations

© Signature Resources Inc. 2015 18

Page 19: Cues chairperson 3 5-15 6.21pm

Chairperson Organizational

Obligations

Assuring fiduciary oversight.

Assuring board ownership of strategy.

Assuring CEO direction and evaluation.

Assuring Board participation in advocacy.

© Signature Resources Inc. 2015 19

Page 20: Cues chairperson 3 5-15 6.21pm

Chairperson Process Obligations

Assuring agenda management.

Assuring facilitated inclusive board input.

Managing generative dialogue and discussion.

Tough conversations RE: board behavior.

© Signature Resources Inc. 2015 20

Page 21: Cues chairperson 3 5-15 6.21pm

Chairperson Leadership

Obligations

Setting a tone and an example for preparation and

service.

Advocate and representative for the Credit Union.

Development of other board members and

recruitment of future board members.

Maintaining authentic relationship with CEO.

Critical conversations with underperforming board

members.

© Signature Resources Inc. 2015 21

Page 22: Cues chairperson 3 5-15 6.21pm

CEO Job

versus

Chairperson Job

“The chief executive officer brings organizational operations and updates, industry trends, and community issues for consideration.”

“The board chair brings a more detached view of the big picture with focus on governance responsibilities and strategic thinking.”

The Board Chair Handbook, Mindy Wertheimer (Boardsource 2013)

© Signature Resources Inc. 2015 22

Page 23: Cues chairperson 3 5-15 6.21pm

Governance vs Managerial roles

FUNCTIONS GOVERNING RESPONSIBILITY MANAGEMENT

RESPONSIBILITY

Strategic

Planning

• Set mission & Vision.

• Determine organizational values.

• Identify Service philosophy.

• Set strategic objectives (3-5 yrs).

• Ensure operational objectives are

aligned with and support strategic

objectives.

• Approve major org. realignment

• Approve new services / expansion,

cutbacks, partnering.

• ID long range operational &

strategic issues for board.

• Translate strategy into operation.

• Implement change & monitor

progress.

• Provide timely market data.

• Execute.

Finance

/Budget

• Establish annual budget.

• Approve working capital and capital

investment.

• Approve variations from budget.

• Ensure accounting system to track and

monitor use of funds.

• Ensure regular financial and operational

audits by external sources.

• Support fundraising.

• Conduct feasibility studies.

• Investment analysis.

• Financial forecasts.

• Develop annual budget.

• Prepare Pro-forma budget

statements.

• Justify budget exceptions.

• Manage cash flow.

• Fundraising/Capital

development.© Signature Resources Inc. 2015 23

Page 24: Cues chairperson 3 5-15 6.21pm

Governance vs Managerial roles

FUNCTIONS GOVERNING RESPONSIBILITY MANAGEMENT

RESPONSIBILITY

Operational

Excellence

• Ensure robust constituent feedback and

evaluation of products / services.

• Ensure adequate quality processes:

planning, evaluation, improvement.

• Approve significant corrective actions &

changes in service profiles.

• Determine preferred organizational

culture.

• Regular review and update of policies.

• Collect constituent input.

• Routinely monitor quality

indicators.

• Special studies and corrective

action as needed.

• Review/update procedures.

• Translate all Board guidance

into procedures and

operations.

Public Policy • Develop strategic alliances and

partnerships.

• Maintain appropriate government,

professional and organizational

relations.

• Support professional activities.

• Establish & maintain

governmental., professional &

organizational relations.

• Serve as communication link.

© Signature Resources Inc. 2015 24

Page 25: Cues chairperson 3 5-15 6.21pm

Governance vs Managerial roles

FUNCTIONS GOVERNING RESPONSIBILITY MANAGEMENT

RESPONSIBILITY

Human

Resources

• Evaluate performance/set CEO

objectives.

• Approve org. salary & benefits plans.

• Ensure legal & competitive human

resources policies.

• Ensure a leadership succession plan.

• Hire Executive Team

• Recommend salary ranges.

• Develop/manage HR system &

records.

• Performance management

system.

• Recruitment & retention.

Board

Development

• New member orientation.

• Commit to in-service & conference

attendance.

• Succession planning for board

positions.

• Evaluate Board performance.

• Assess committee functions.

• Assist new member

orientation.

• Encourage / arrange training.

• Support in governance

leadership development for

potential and new board

members.

• Assist board evaluation

process.

© Signature Resources Inc. 2015 25

Page 26: Cues chairperson 3 5-15 6.21pm

Questions and Discussion

© Signature Resources Inc. 2015 26

Page 27: Cues chairperson 3 5-15 6.21pm

Driving High Performance Governance A unified voice of the Chair / Vice Chair around sustaining

and developing high performance governance. Annual plan.

Strategic plans might have some element of governance process or competency targeted for advancement.

Vice Chair should lead “board assessment” duties.

Ensure board is governance literate and attends to elements of good governance: in place governance succession through education to stay fresh.

Board leadership is “servant” leadership not “I’m the smartest one” leadership.

Inclusive.

Member value focused.

Focuses on developing other leaders on the board.

© Signature Resources Inc. 2015 27

Page 28: Cues chairperson 3 5-15 6.21pm

Driving High Performance Governance

Through…

Board calendar of duties

Agenda setting

After meeting assessments

Committees

New board member orientation

© Signature Resources Inc. 2015 28

Page 29: Cues chairperson 3 5-15 6.21pm

Board Calendar of Duties Officer Elections.

New Board Orientation.

Meetings Schedule.

Member surveys.

Administrator Evaluation.

External Financial Review/IRS 990.

Operating Reserve Investment Policy.

Self-Assessment.

By-laws review and update (2-3 year cycle)

© Signature Resources Inc. 2015 29

Page 30: Cues chairperson 3 5-15 6.21pm

Board Annual Calendar Sample

© Signature Resources Inc. 2015 30

Page 31: Cues chairperson 3 5-15 6.21pm

Board Processes

Next Topics

How are your board agendas developed?

How do you assess your meetings?

How do you evaluate your committees.

© Signature Resources Inc. 2015 31

Page 32: Cues chairperson 3 5-15 6.21pm

Agenda Setting Chair, Executive Committee set agenda.

Agenda Order:

Convene

Consent Agenda

Financials

Regulatory

Strategy

Committee Update reports in Consent Agenda.

Committee action items in appropriate section of agenda.

Materials to Board 7 days in advance of meeting.

© Signature Resources Inc. 2015 32

Page 33: Cues chairperson 3 5-15 6.21pm

Board Assessment

at Each Meeting

① The agenda was well prioritized based

upon operational or strategic importance

to our organization?

② Ample dialogue explored each of our

decisions?

③ Pre-meeting materials were adequate

and timely.

④ Sufficient time was spent on exploration

of strategic issues?

⑤ I would suggest the following

adjustments to future Board meetings…

© Signature Resources Inc. 2015 33

Page 34: Cues chairperson 3 5-15 6.21pm

And then there’s committee work…

© Signature Resources Inc. 2015

A dark alley down which good ideas are led to be strangled!

34

Page 35: Cues chairperson 3 5-15 6.21pm

Committees Charters: purpose, makeup, annual responsibilities.

Annual deliverables: in clear distinct language.

Calendars.

Completeness: Chair and Vice-Chair as Coaches.

Annual reports from all committees including projecting next year’s priorities.

Updates: no action reports; action reports.

DO NOT go around the room for updates!

Use a “task force” for short term investigation, scoping of an issue, or fresh eyes on an issue.A short term assignment that concludes.

© Signature Resources Inc. 2015 35

Page 36: Cues chairperson 3 5-15 6.21pm

Committees

Committee “annual report.”

Accomplishments.

Review charter / suggest changes.

Recommended future agenda or other committee

needs.

© Signature Resources Inc. 2015 36

Page 37: Cues chairperson 3 5-15 6.21pm

Questions and Discussion

© Signature Resources Inc. 2015 37

Page 38: Cues chairperson 3 5-15 6.21pm

CEO Partnership

© Signature Resources Inc. 2015 38

Page 39: Cues chairperson 3 5-15 6.21pm

Your CEO?

Next Topics

What stresses your CEO?

How often should the CEO and Chair

talk? Meet face to face?

Is your CEO bringing you big ideas—

stretching your thinking.

© Signature Resources Inc. 2015 39

Page 40: Cues chairperson 3 5-15 6.21pm

What Stresses Your CEO? In addition to running one of the most

challenging businesses in the world…

…A Board can be one of the biggest CEO’s stressors!

Lack of clarity to the CEO.

Board members not literate in governance.

Get in the “weeds” [details] of management.

Not up-to-date on national / regional banking issues.

Irregular feedback and evaluation to CEO.

Conservative to the point the bank gets behind the innovation trend and customer value trend.

Board makeup doesn’t match future needs.

© Signature Resources Inc. 2015 40

Page 41: Cues chairperson 3 5-15 6.21pm

CEO Leadership

and Board Partnership

If the CEO’s not scaring the Board regularly, It’s not a

robust partnership!

© Signature Resources Inc. 2015

“But Les Wallace said to scare them!”

41

Page 42: Cues chairperson 3 5-15 6.21pm

Partnership: What CEOs Usually Ask Me

to Remind Boards! A professional relationship: not bowling, golfing, or skiing buddies.

Feedback / direction / inquiry should be conducted in an executive manner not @ the bar or on the golf course.

Rules of engagement should exist:

Commit to face-to-face meetings outside of Board meetings.

Have an advanced agenda for the conversation.

Effective communication is specific not general: have examples & data.

Good feedback is timely!

Crucial Conversations (Patterson)

© Signature Resources Inc. 2015 42

Page 43: Cues chairperson 3 5-15 6.21pm

Partnership Clarity:

Managing the Dilemma

Thorough CEO review, evaluation and goal setting annually.

Board mid-year feedback to the CEO regarding performance.

Annual facilitated retreat to align vision and strategy.

Clear Board direction on where the CEO should stretch their thinking:

“Where do you want me to scare you?”

Clear direction from the Board on where the CEO needs to provide more

information, updates, and “think out loud” about the future. E.g.

“Here are some possible scenarios.”

Outside assessment of governance (beyond regulators).

© Signature Resources Inc. 2015 43

Page 44: Cues chairperson 3 5-15 6.21pm

CEO

Communication

Annual goal setting with board.

Annual evaluation/feedback with board. Full board involved in evaluation—Executive Committee delivers messages.

Agenda, background materials preparation.

Regular check-ins.

Membership relations issues tracking.

CEO/COO, Chair/Vice Chair Quarterly lunches.

© Signature Resources Inc. 2015 44

Page 45: Cues chairperson 3 5-15 6.21pm

© Signature Resources Inc. 2015

Questions and Discussion

45

Page 46: Cues chairperson 3 5-15 6.21pm

Meeting Management and Facilitation

© Signature Resources Inc. 2015

What’s your biggest challenge of meeting management?

46

Page 47: Cues chairperson 3 5-15 6.21pm

Meeting ManagementFiduciary, Parliamentarian,

and Facilitative roles Chair Presides at board and executive committee meetings.

Fiduciary: convene, confirm attendance, approve agenda, proper recordation of board actions.

Facilitative:

Inclusion—balanced input and perspectives.

Sensing consensus and time to vote.

Cutting speeches— “land that plane”

• “Something new Bob?”

• “Can you give us an example?”

• “The Chair will entertain a motion.”

Call on quieter members.

© Signature Resources Inc. 2015 47

Page 48: Cues chairperson 3 5-15 6.21pm

Meeting Management

Parliamentarian: formalize board actions for the

corporate record through voting and reports

recorded in the minutes.

Committee oversight:

Updates and reports read in advance by board.

Actions / call for assistance get on agenda.

Committee recommendations in executive

summary.

© Signature Resources Inc. 2015 48

Page 49: Cues chairperson 3 5-15 6.21pm

Board Facilitation

and Influence

The Chair’s job is to facilitate (0versee inclusive

conversation) so that the entire board is involved in

dialogue and decision-making.

Board Chair’s frequently have significant “influence”

over points of view and decisions—this makes it

important that the Board Chair usually speaks toward

the end of a conversation so as not to bias perspective

nor intimidate other board members.

On occasion, the Chair may have to “set the stage” for a

conversation by directing attention to key questions,

data or risks.

© Signature Resources Inc. 2015 49

Page 50: Cues chairperson 3 5-15 6.21pm

Problem Minded

vs

Solution Minded

Problem minded:

…Clarity on problem definition or outcome expected

…Fact finding

…Information Assessment

Solution minded:

…Exploration of options

…Deliberation of options

© Signature Resources Inc. 2015 50

Page 51: Cues chairperson 3 5-15 6.21pm

Meeting Management:

Executive SummariesEssential components:

① Recommendation or Current Status: 1-2 sentences.

② The Context: 1-2 short paragraphs.

③ Briefly highlight supportive data and evidence.

④ Resource implications?

Exceptional executive summaries can be accomplished in one page. Some with more complex data may require 2.

Yes, it’s an art—but one which smart people can master and boards can feel comfortable with.

© Signature Resources Inc. 2015 51

Page 52: Cues chairperson 3 5-15 6.21pm

Context and FAQs

Strategic implications how does it tie to strategic plan?

Problem solved / advantage gained by the recommendation / action.

Political implications / Legal Implications.

Highlights / Key points of your deliberation / research / benchmarks.

Reasons for optimism.

Historical relevance (any precedents, predecessor data of relevance?)

Meeting Management:

Executive Summaries

© Signature Resources Inc. 2015 52

Page 53: Cues chairperson 3 5-15 6.21pm

The Flipped Meeting

All background reading including “frequently asked questions” and answers prior to the meeting.

An executive summary prior to the meeting scopes any recommendations.

The “agenda item” therefore begins in “discussion” mode rather than background mode—thus saving precious face to face time for dialogue.

© Signature Resources Inc. 2015 53

http://www.cues.org/article/view/id/Flip-That-Meeting

Page 54: Cues chairperson 3 5-15 6.21pm

No speeches—get to the point.

Be prepared.

Focus on the problem not the person.

Apply appreciative inquiry to all positions.

Explore the minority opinion.

Pick your fights.

Say it in the room not in the hall.

Support the decision—move on when the board moves on.

Meeting Management:

Rules of Engagement

© Signature Resources Inc. 2015 54

Page 55: Cues chairperson 3 5-15 6.21pm

High Performance Governance

© Signature Resources Inc. 2015

Questions:

Agenda Setting

Committees

Administrative Oversight

Meeting management

Executive Summaries

Flipped Meetings

Rules of Engagement

55

Page 56: Cues chairperson 3 5-15 6.21pm

Two Chronic Challenges Competent board members and Officers:

Consider a pre-election self-certification process.

Sponsor “governance” lite workshops in your community.

Advocacy / public relations:

Crafted statements to adequately describe to the public:

Mission and purpose.

Positions on related regulatory, taxation, legal initiatives.

Board, past officers, other members assigned for PR/Advocacy duties.

Formal evaluation of “advocacy” efforts annually!

© Signature Resources Inc. 2015 56

Page 57: Cues chairperson 3 5-15 6.21pm

Advocacy and Ambassador Duties

Getting to know state and federal elected officials.

Promoting political action (PAC) fundraising and support for candidates.

Having a clear message for board and staff on the “credit union difference” and why CUs are deserving of tax exempt status.

Designate a person to consistently lead “calls to action.”

Have accurate information on number of members in each legislator’s district by running a zip code against your CU data.

© Signature Resources Inc. 2015 57

“Speaking Out for CUs,” CU Management (March 2015)

Page 58: Cues chairperson 3 5-15 6.21pm

Questions and Discussion

© Signature Resources Inc. 2015 58

Page 59: Cues chairperson 3 5-15 6.21pm

A High Performance

Governance Discipline

© Signature Resources Inc. 2015 59

Page 60: Cues chairperson 3 5-15 6.21pm

High Performance Governance

Basics: First things first…the House is in order!

Organizational activities aligned and are producing stability: profitability, compliance, member satisfaction, organizational culture.

Financial health stable with ample operating reserve.

Strategic plan provides compass points for future transformation & impact.

Supervisor committee evolving into Enterprise Risk Management committee. [http://www.cues.org/article/view/id/Good-governance-the-journey-to-erm]

CEO competent and has Board confidence. [Annual review]

By-laws, policies, procedures up to date (review calendar on a 2-3 yr. cycle).

Community brand stable as demonstrated by market share.

Highly competent constituents available for Board.

Board makeup mirrors geographic and demographic footprint.

[Ave. annual hrs. spent on governance 218.6hrs. per NACD 2012-12 survey = 18.25 hrs. a month]

© Signature Resources Inc. 2015 60

Page 61: Cues chairperson 3 5-15 6.21pm

High Performance

GovernanceCompetent

Board job descriptions identify leadership competencies required.

Nominations, interviews, screening confirm competencies.

Term limits (officers and board seats) assures governance refresh and infusion of fresh eyes / new competencies.

Governance Leadership succession program in place develops future leaders from the field early… 1-3 years out.

Outside board members add competency and perspective.

No emeritus status board members.

Board members failing the involvement / attendance / conduct standards are removed for cause: bylaws are specific to these expectations.

Balanced scorecard “dashboard” provides efficient and competent oversight vs information overload and helps board stay out of the weeds.

© Signature Resources Inc. 2015 61

Page 62: Cues chairperson 3 5-15 6.21pm

Applying Competency Theory

© Signature Resources Inc. 2015 62

Page 63: Cues chairperson 3 5-15 6.21pm

Competent

Performance Oversight:Uses a Balanced Scorecard/Measures Dashboard

Monitoring a set of “indicators” across the

“balance” of the organization’s work.

Distilling the “cattle call” of numbers and

progress reports from management into a

visual report card.

“Balanced Scorecard: Measures that Drive

Performance,” Kaplan/Norton HBR 2/1/2000.Research on Malcolm Baldridge Award Winners

© Signature Resources Inc. 2015 63

Page 64: Cues chairperson 3 5-15 6.21pm

Competent Performance Oversight:The Balanced Scorecard/Measures Dashboard

Business Performance Customer Performance Employee Engagement /

Organizational Culture

Budget performance

Capital investments

Operating reserve

ROA / loan to share, etc.

Business expansion

performance

Individual services

performance

Robert Kaplan, Balanced Scorecard

Customer value tracking

Customer satisfaction

Products / branch

specific metrics

Wallet share

Community survey

Harry Beckwith, Selling the Invisible

Employee climate survey

Employee retention

Employee development

Leadership development

Talent succession

Employee ideas adopted

Internal customer

surveys (tech., HR,

purchasing, facilities, etc.)

Marcus Buckingham, First, Break all the

Rules

© Signature Resources Inc. 2015

Other categories are common: “Learning and Growth,” “Internal Processes,”

“Environmental Citizenship.”

64

Page 65: Cues chairperson 3 5-15 6.21pm

TBL: “the triple bottom line” perspective

emerged in 1994

The argument was that companies should be preparing three different (and quite separate) bottom lines.

1. The traditional measure of corporate profit—the “bottom line” of profit and loss accounting.

2. The bottom line of a company's “people account”—a measure in some shape or form of how socially responsible an organization has been throughout its operations.

3. The bottom line of the company's “planet” account—a measure of how environmentally responsible it has been.

John Elkington, Cannibals with Forks: The Triple Bottom Line of 21st Century Business (1998).

© Signature Resources Inc. 2015 65

Page 66: Cues chairperson 3 5-15 6.21pm

Community and Planet Community service, employee volunteer hours, financial

contributions, executive service on community boards, etc.

Promoting communities, chambers of commerce, festival

sponsorship, etc.

Community partnerships with schools, universities, not-for-

profits, etc.

Facilities: recycling, energy use, green purchasing, eco-auto

fleet, local sourcing, paperless systems, etc.

© Signature Resources Inc. 2015

• “Green banks sprout from ruins of economic crisis.” The New York Times (4/6/2009).

• “The case for triple-bottom-line banking.” D. Larson (Allen, Henning, Associates, Inc.) 4/ 2009).

66

Page 67: Cues chairperson 3 5-15 6.21pm

Governance Leadership Succession

© Signature Resources Inc. 2015

Leadership Succession:

The responsibility an organization has for assuring

the quality and availability of future leaders.

Governance, Executive, Senior Management, Front line.

67

Page 68: Cues chairperson 3 5-15 6.21pm

What is Governance

Leadership Succession?

Board makes annual commitment to identify and developpotential new board members ahead of vacancies.

Recruiting “competency” not names or friends.

A minimum 12 months before a known vacancy, candidates are identified & screened as to interests & qualifications.

Preferable: 2-3 years in advance of a vacancy, the Board is working with an identified cadre of candidates involving them in some way in governance development and/or leadership efforts for the enterprise. [Large geographical footprints may benefit from regional advisory councils.]

Committee work is not an automatic pipeline.

Creating a desired “board profile” helps give this discipline!

© Signature Resources Inc. 2015 68

Page 69: Cues chairperson 3 5-15 6.21pm

Director Refresh Questions

How many potential board

members do you currently have

in the pipeline?

How does your Board assure

competent nominations to the

Board of Directors?

What can be enhanced about

your process?

© Signature Resources Inc. 2015 69

Page 70: Cues chairperson 3 5-15 6.21pm

21st Century Governance

You’re not simply “volunteering” you’re a

Trustee for a complex organization touching

thousands of constituents who expect

competent and safe oversight.

Selecting Governance Leadership by any

measure other than leadership competencies

is an outdated model even for a co-operative!

And, does the next board member have to

currently be in your community?

© Signature Resources Inc. 2015 70

Page 71: Cues chairperson 3 5-15 6.21pm

Governance Competency

Governance is less about the technical literacy of a board member regarding a specific challenge facing the organization (e.g., HR, marketing, finance/budget, legal, ERM)…

…It’s more about the leadership competencies that give a board member a sophisticated peripheral vision to oversee a complex business enterprise.

© Signature Resources Inc. 2015 71

Page 72: Cues chairperson 3 5-15 6.21pm

© Signature Resources Inc. 2015

Strategy is about Transforming the

Organization to Remain Viable, Valuable,

and Vibrant!

So your board needs to be…

Strategic thinkers.

Change compatible.

Focused on transformation of the enterprise.

Effectively navigating changing customer,

regulatory and constituent demands.

Strategic planning looking three to five years out.

Annually refreshing the strategic plan.

72

Page 73: Cues chairperson 3 5-15 6.21pm

Governance Competency Fiscal literacy about large enterprise business

(diversification, capital investment, tracking KPIs).

Serious customer service or market based planning experience.

Strategic mindset and experience.

Change & organizational transformation leadership.

Executive oversight—leading organizational leaders.

Technology literate.

Mergers / Acquisitions.

Compliance experience.

Ethics / integrity.

© Signature Resources Inc. 2015 73

Page 74: Cues chairperson 3 5-15 6.21pm

Governance Leadership

Succession: Board Renewal

© Signature Resources Inc. 2015

① Profile the ideal board member for where you’re

going—not where you are.

② Identify a pool of candidates.

③ Engage, Develop, Cultivate the pool.

④ Narrow the pool by giving the most capable and

⑤ Committed greater immersion and development.

⑥ Encourage the best to stand for board appointment.

74

Create a Board Makeup Dashboard:

Current and Desired in the Future

Page 75: Cues chairperson 3 5-15 6.21pm

Finding Competent Board

Members

88% Ask for board member recommendations.

69% evaluate board composition via a gap analysis or matrix.

63% invite non board members to serve on committees.

63% cultivate relationships with colleagues or community leaders.

41% cultivate relationships with corporations or other organizations.

BoardSource Nonprofit Government Index 2012.

© Signature Resources Inc. 2015 75

Page 76: Cues chairperson 3 5-15 6.21pm

Board Members:Where do you Find Them?

© Signature Resources Inc. 2015

Colleges and Universities—faculty and graduate students

Chambers of Commerce

Specialty Chambers—Black, Latino, Asian, Native American

Young Professional Groups

Professional Associations

Small Business Alliance Groups

Specialty Legal Societies

State not-profit societies

Mid-to upper managers of business in your area

Your network of high performance leaders!

76

Page 77: Cues chairperson 3 5-15 6.21pm

Governance Youth Movement(As seen by some)

© Signature Resources Inc. 2015 77

Page 78: Cues chairperson 3 5-15 6.21pm

Governance Diversity

and

Youth Movement

© Signature Resources Inc. 2015 78

“Suddenly—Age is a Diversity Issue”www.cues.org/article/view/id/Good-governance-age-is-board-diversity-issue

Page 79: Cues chairperson 3 5-15 6.21pm

New Board Orientation : Materials Review

Offsite materials review

History of the organization.

Mission, vision, values statements

Summary of services, special capabilities, planned services.

Newsletters, press clippings.

Financial performance past three years including external audit.

Regulatory / compliance review findings.

Annual Report.

HR org. chart & bio-sketch of professional backgrounds of key staff.

Strategic Plan.

Board by-laws.

Three years of board minutes.

Board policy and procedures.

Current board profile and professional background bio-sketches.

Board commitment and conflict of interest statements for signing.

Recent governance self-assessment results.

Committee structure and charters.

Committee Minutes.

Board calendar.

© Signature Resources Inc. 2015 79

Page 80: Cues chairperson 3 5-15 6.21pm

New Board Orientation II

Onsite introductions and briefings

Staff leadership welcome meeting and introductions.

Key programmatic one on one meetings.

Financial briefing from CFO and review of board financial dashboard.

ERM briefing from the Chief Risk Officer or Supervisory committee chair.

Human resources briefing including review of board “organizational climate” dashboard.

Customer briefing including last twelve months satisfaction and value survey results.

Board Chair briefing: Board composition philosophy and leadership succession.

Board committee assignment.

© Signature Resources Inc. 2015 80

Page 81: Cues chairperson 3 5-15 6.21pm

New Board Orientation III

Governance Education (if not pre-certified)

Digest assigned articles and booklets—even better, require

specific reading prior to the appointment.

Phone consultation with Governance committee chair upon

completion of reading and orientation.

Discuss annual calendar of conferences and expectations for

attendance and learning commitments.

© Signature Resources Inc. 2015 81

Page 82: Cues chairperson 3 5-15 6.21pm

High Performance Governance

Competent

Meeting agendas are strategic and high priority focused vs operational &

activity based.

Real time assessment* of effectiveness following each board meeting.

Annual self-assessments and development plans drive improvement.

All committees / task forces have written charters and clearly identified

outcomes or deliverable expectations.

Committee charters reviewed every couple of years.

A dose of governance leadership development at every meeting (+/- 15

minutes) e.g. compliance refresh, board’s role in organizational culture,

board succession planning, etc.). [Ave director education investment

22.1 hrs. each per NACD 2012-13 survey]

*Assessment: http://www.slideshare.net/LesWallace/board-self-assessment

© Signature Resources Inc. 2015 82

Page 83: Cues chairperson 3 5-15 6.21pm

High Performance Governance

Strategic

Strategic plan in place looking 3-5 years out.

70% of board agenda devoted to strategic topics—future facing.

(Meetings: 15% fiduciary; 15% regulatory; 50-70% strategic)

Annual refresh of strategic plan.

Inclusive input from constituent leaders on strategic plan:

Past board members

Focus groups of customers by segment (e.g. small business, wealth

management, borrowers, etc.)

Community leaders and board chairs in your market area

Community professional groups, business owners, non-profit leaders

External subject matter experts

© Signature Resources Inc. 2015 83

Page 84: Cues chairperson 3 5-15 6.21pm

High Performance Governance

Member / Community Conversations

2-4 times a year checks on “customer” value and satisfaction (two different issues).

Satisfaction =

Value = meets my needs.

Net promoter score.

Annual check on community impressions / brand.

Board voice represents a diverse broad spectrum of stakeholders.

Board members are recognized regional leaders.

Strategic agenda helps brand the organization as keeping up.

Robust & open communication strategy links community to Board: Newsletter, Tweets, Facebook, dynamic website, communities blogs—keep community informed in real time—a local branding strategy!

© Signature Resources Inc. 2015 84

Page 85: Cues chairperson 3 5-15 6.21pm

The “3A”

Community Value Proposition

“I get what I need.”

“What could we do to add even greater value to you our members…?

Access to: sites, services, partners, etc.

Appropriate: do products / services fit member needs. What’s missing?

Acceptable: members well informed, products delivered in a way that meets needs, services meet industry standards (Parallel or ahead of peer group benchmark).

© Signature Resources Inc. 2015 85

Page 86: Cues chairperson 3 5-15 6.21pm

Member Satisfaction CPR™

“I’m happy”

“How well did we deliver on the following…

Courteous Service: courteous and timely service and treatment

through each contact point and across the treatment continuum and all

engagements with the system.

Providing Information: timely, available, accurate, transparent, keeps

me well informed as a customer, identifies options.?

Responding to individual circumstances: dealing with problems and

goofs, helping me in an emergency, referring me to helpful

solutions/assistance, protecting my interests—warning me of risks.

© Signature Resources Inc. 2015 86

Page 87: Cues chairperson 3 5-15 6.21pm

High Performance Governance

Transparent / Dialogic Tone

Unrushed board agendas assure generative dialogue occurs with 50%-70% of board agenda (Richard Chait, Governance as Leadership) .

Characterized by candid discussions with appreciative respect for diverse points of view (“When we all think alike no one thinks at all”).

NACD recommends minutes register the extent and depth of debate / deliberation.

Inconsistent advice and practice for noting board votes by member names—see your attorney.

Transparent—no back room agendas, limited use of “executive / closed session.”

Transparent--robust information available to constituents through dynamic web site / publications (board credentials, Ethics and values statement, corporate social responsibility statement, etc.).

Committee proceedings available to the board in real time. (Draft minutes within 48 hours).

© Signature Resources Inc. 2015 87

Page 88: Cues chairperson 3 5-15 6.21pm

High Performance Governance

Clarity in Direction to Executive Team

“The Board’s job: help the CEO be as successful as possible!”

Platinum quality alignment between Board and CEO on goals and performance.

Twice a year performance feedback to CEO (brief mid-year & full annual review)—competency based.

CEO/ key staff reports are “outcomes” & “exceptions” based vs “activity” based; strategic vs administrative detail. Effective use of “executive summaries” and “consent agenda.”

[see “Executive Summary Sample” www.signatureresrouces.com under “Governance Leadership”]

© Signature Resources Inc. 2015 88

Page 89: Cues chairperson 3 5-15 6.21pm

Leadership References

A Leader’s Legacy, J. Kouzes & B. Posner (2006) Generation Me, J. Twenge (2006) Start with Why, S. Sinek (2009) Why Should Anyone be led by You? R. Goffee & G. Jones (2006) A Legacy of 21st Century Leadership Les Wallace & J. Trinka (2007)

Governance References

The NonProfit Answer Book, Board Source (2007)Boards that Make a Difference, John Carver (2006) Governance as Leadership, Richard Chait, et al. (2005) Owning Up: 14 Questions Every Board Member Needs to Ask, Ram Charan (2009) Boards that Lead, Ram Charan et. al. (2013) Principles of 21st

Century Governance, Les Wallace (2013)

Center for Credit Union Board Education

http://skybox.cues.org/2014/01/13/four-moves-to-ease-the-board-chairs-job/

http://skybox.cues.org/2014/03/24/what-ceos-want-their-board-to-know/

http://www.cues.org/article/view/id/Good-governance-board-officer-development

http://www.cues.org/article/view/id/Good-governance-year_round-future-proofing

© Signature Resources Inc. 2015 89

Page 90: Cues chairperson 3 5-15 6.21pm

Questions and Discussion:

What haven’t we covered?

© Signature Resources Inc. 2015 90

Page 91: Cues chairperson 3 5-15 6.21pm

21st Century Leadership:Strategic Thinking

Strategic Planning: “What is our

desired business position and how must

we change to get there?”

Strategic Thinking: “How might

we re-design our business to leverage

leading edge marketplace and business

models?”

Identifying an alternative future position

Anticipating opportunity and threats

Setting change priorities

Designing change pathways

Evolving / adapting systems

Outlining formal plans

Three-five year cycle

Course corrections regularly

Challenging core business assumptions

Re-inventing the business

Exploration of new paradigms

Sponsoring paradigm shifts / pilot tests

Bold innovative movement

Confirming customer value shifts

Projecting / anticipating lifecycles of

products, services, organizational model

© Signature Resources 2015 91

Page 92: Cues chairperson 3 5-15 6.21pm

Contemporary Literature on GovernanceTwelve Principles of Governance that Power Exceptional Boards

(BoardSource 2005)

Owning UP: The 14 Questions Every Board Member Needs to Ask

(Ram Charan, 2009)

Governance as Leadership: Reframing the Work of Nonprofit Boards

(Richard Chait, et. al., 2005)

Principles of 21st Century Leadership: Journey to High Performance

(Les Wallace, 2013)

Plus articles the Board selects from CCUBE (Center for Credit Union Board Education)

CUES.

© Signature Resources 2014 92

Page 93: Cues chairperson 3 5-15 6.21pm

Application Planning

Take a few moments and reflect on these questions:

What might be the most important ideas to take back to my board?

How will the board respond?

What might be the most important “chair leadership” behavior for me to work on or change?

What might be the conversation you need to have with your CEO following this seminar?

We will discuss a few of your plans in general as a class.

© Signature Resources Inc. 2015 93

Page 94: Cues chairperson 3 5-15 6.21pm

Les Wallace, Ph.D.President, Signature Resources Inc.

[email protected] Dr. Wallace is recognized for tracking business environment and workplace trends and their impact

upon business and government. His publications have appeared in Leadership Excellence, Personnel Journal, Credit Union Management, Public Management, and Nation's Business as well as numerous research and conference proceedings. His latest book, co-authored with Dr. Jim Trinka, A Legacy of 21st Century Leadership, outlines the leadership organizations need in a global, fast moving business environment. His book, Principles of 21st Century Governance (2013) is being used by many boards in the profit and not-for-profit sectors to design governance development approaches.

His new book, Personal Success in a Team Environment (2014) is used by individuals and organizations to improve teamwork, career building and success at work.

Les is a frequent consultant and speaker on issues of organizational transformation and leadership, employee engagement, strategic thinking and board of directors development and governance. His clients include Fortune 100 businesses, Government agencies, and not-for-profit organizations world-wide. Dr. Wallace is also the host resource on the 9Minute Mentor, a series short video tutorials governance.

Les has served on the Board of Security First Bank and currently serves on the international Boards of the World Future Society and Counterpart International. He is a member of the National Association of Corporate Directors. Les writes an on-line column for CUES Center for Credit Union Board Education.

Preview his video series on governance: www.signatureresources “Dr. Wallace on Camera.”

https://twitter.com/9MinuteMentor

© Signature Resources Inc. 2015 94