BLC 2019 11/02/2019 About This Session 1. Governance Better Board Decisions: 2. Size & governance culture: the context for An Action Framework making decisions Board Leadership Calgary 3. Three essential ingredients 4. Diagnose and take action on the blocks to Frank Johnston better decision-making Frank@impact8.ca 5. Practice November 2, 2019 2 Your experience in making a My starting point good decision A good board decision Ingredients Recall a challenging situation when your Board came to a good decision Gives leverage Members contribute talents, knowledge & Fill in the blank: It was a good decision Identifies and weighs key insights because……… factors (the +’s and –’s) Process engages the Name one thing (or person) that helped the Board Anticipates risks whole board and supports diverse perspectives Gains agreement Contributions of individual board members and staff ? Structural foundation in Processes your board used? On time place (policies, practices, Established policies and roles? roles, …) 1
BLC 2019 11/02/2019 Governance Defined Determines who has power, who makes decisions, how other players make their voice heard and how account is rendered. http://iog.ca/defining-governance Authority Decision making, how, who has a voice Governance Accountability Systems and processes to support these Size and culture shape The Grassroots Example governance practices 3 >$2mm 2 “Corporate” Where is your organization now? “ Mixed” 5 1 4 Where do you need “Grassroots” <$200,000 to be in the future? The “Doing” board • Informal Informal Formal • Action focused governance governance • Short time horizon 2
BLC 2019 11/02/2019 The Mixed Model The Corporate Approach Executive Seniors Audit ED performance Facilities The “Policy” board Governance Sports • Board & staff Exec. Director committees • Strategy focus The “Transitional” board • Formal roles Employees/ Differentiated roles • • Written policies $ Raising Volunteers Etc. Etc • Staff supplements directors’ admin responsibilities • Action & policy focus Seniors Sports Etc. Etc. • Mix of time horizons Three points of intervention to Governance improve Board decision making Continuum The individual Board member The group processes the Board uses The structure -- explicit governance decisions on roles, committees, policies, etc. 3
BLC 2019 11/02/2019 The individual board member Tip 1: Hold an Annual Conversation to improve fit • President/Governance Committee leads Who • Individual director self-assesses What is their fit to the Board? • Contributions to Board work Past Year • Sources of satisfaction - Interests and values • Compliance to code of conduct • Issues? - Capabilities to do the work - Understanding of assigned roles • Clarify/reset expectations - Knowledge of organization & Future • Desired future contributions operating environment • Leadership potential • Report general trends/issues to Board Actions • Assignments to fit capabilities and interests • Follow up on commitments The Group Process Tip 2: Get clear on the level of agreement needed 100% in agreement Unanimity For symbolic or vital decisions Do established processes support the decisions that need to be made? All can agree to proceed - Positive team dynamics Consensus For the good of the organization; (inclusive, candid, high trust) important issues; compromises - Effective leadership - Quality Board-ED partnership - “Expert” support 50%+1 (or per bylaws) Majority For routine or deadlocked decisions 4
BLC 2019 11/02/2019 Tip 3: Use Committee The Governance Structure Terms of Reference Purpose Membership Does structure support desired group process & individual capabilities? Authority Quorum - Role definitions Chair Decision making - Assignment of responsibilities - Delegation of authority/ED policy of limitations Timeline Reporting - Formal (and informal) policies and procedures Meetings Budget Summary:3 Ingredients for good Taking Action decision making The individual member The group process Name the Take Diagnose the blocking appropriate cause issue action The governance structure 5
BLC 2019 11/02/2019 An Example Practice Issue Diagnoses Action Consider your own board: what is one way you No delegation of would like to improve its decision-making Too much Board time authority to goes to routine/low Terms of Reference ED/committees capability? value/repetitive for Committees decisions (process/structure) Directors haven’t Work through the naming-diagnosing-action Policy - Executive shifted thinking from Director Limitations doing to leading worksheet to find a path that makes sense to you (individual) Share your analysis with 1-2 others “Changing Roles” Dialogue PS -- Your efforts at good board Summary governance matter! Know your organization’s culture: Grassroots? Rick says good-bye to Ilsa at the Casablanca aerodrome Corporate? Mixed? Fit decision-making practices to your desired type of organization 3 points of intervention: individual, process, governance structure Design your intervention through the Naming- “.. The problems of 3 people don’t amount to Diagnosing-Action sequence a hill of beans in this crazy world…” 6
BLC 2019 11/02/2019 Thank You Frank Johnston Frank@impact8.ca 587.880.4716 www.impact8.ca 7
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