BOARD SEMINAR

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Governance That TransformsSession Three
Engaging BoardsPaul Magnus, PhD
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Board Governance Model
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Board Governance Model
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Board Governance Model

• Overview
• Ends / Means distinction

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Ends Means

• WHAT
• Desired outcomes
• What good
• What people
• What resources
• Outputs
• Impacts
• Purposes
• Targets
• Values-focused

• HOW
• Desired strategy
• How to get to the good
• How to get the people
• How to raise the funds
• Activities
• Methods
• Processes
• Practices
• Action-focused

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Board Governance Model

• Board / Management distinction
• Governance / Implementation distinction
• Proscription / Prescription distinction

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Board Governance Model

• Board as one voice / board as individual voices
  distinction
• Prominent leader / Many staff voices distinction
• Board process by proposal / Board process by
  monitoring distinction

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Board Governance Principles
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Board Governance Principles

• The board governs on behalf of some identifiable
  ownership.
• The board governs on the basis of written values
  and criteria.
• The board cradles the vision and governs on the
  basis of ends.

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Board Governance Principles

• The board governs on the basis of process rules
  for themselves.
• The board governs on the basis of board-staff
  linkages with empowering boundaries.
• The board governs on the basis of clearly
  articulated principles and policies.
• The board speaks with one voice or not at all.

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Board Governance Principles

• Board committees, competing boards, are
  discouraged, but if they exist they are there to
  help the board do its job, never to advise the
  staff on its job.
• The board should only monitor against pre-set
  policy or criteria.
• The board job description is its perpetual agenda
  from which it develops meeting agenda.

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Board Job Description
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A. Strategic Ends

• To determine and constantly refocus the broad
  vision, mission and values of the organization
  (put in writing, review and hold the organization
  accountable to them.)
• To approve the major priorities, goals and
  desired results for each phase of the strategic
  planning process (every 3 to 5 years) and then
  expect and ensure that the prominent leader and
  key staff develop a more complete strategic plan.

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B. Board, Prominent Leader Relationship

• To establish and implement the necessary policies
  to carefully select, orient with agreed-upon and
  clear expectations, and regularly evaluate a
  prominent leader best- suited to lead and manage
  the institution as the boards only formal staff
  connection.
• To encourage, nurture, care for and ensure the
  consistent development of the prominent leader in
  a way that models what is expected of the
  prominent leader where other staff are concerned
  (good policies, fair compensation, show of
  support, clear communication, and encouragement
  of growth plans).

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C. Operational Empowering Boundaries

• To establish and continuously review policies
  that clarify the limitations on the means the
  prominent leader and staff use.
• To ensure that the prominent leader interprets
  these limitations to develop and periodically
  review policies that pertain to financial, human,
  programmatic, structural, informational, and
  consistency concerns.
• To assume responsibility for ownership, use and
  disposal of all major property of the institution
  as legally required.
• To ensure the financial and functional solvency,
  integrity and legality of the organization by
  setting wise policies, modeling personal support
  and assisting as volunteers.

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D. Board Process of Governance

• To hold itself accountable to continuously
  improve its governance, volunteer and
  implementational involvements.
• To maintain and continuously update a Board
  Standing Policies Manual that addresses all
  aspects of governance, including philosophy,
  style, responsibilities, membership, processes
  and disciplines of governance.
• To engage in external listening, communication,
  relating and dialogue to ensure that the
  institution remains sensitive to the mandate and
  perspectives of its external constituents and
  owners, and to enact board policies toward this
  end.

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Conclusion
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Conclusion
Best practice of board governance is
ends-focused, governing by policy, not
means-focused, governing operations.
Furthermore, the governing board governs as a
whole, not as individuals.
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Application
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Application

• How does your chosen integrated model of
  governance influence your hiring?

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Application

• Considering the need for clarity, what steps do
  you need to take to identify clear expectations
  as a foundation for selecting- Board members?-
  Key leadership?- Other staff?

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Application

• Discuss how you would adapt this candidate
  evaluation chart with your expectations

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Application

• How could the use of an instrument such as the
  preceding chart assist you in evaluating
  potential board and staff members and nurturing
  them once selected?

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Application

• Consider how hiring, evaluating, nurturing,
  replacing, and releasing all depend on comparing
  a person with expectations. How does have having
  these expectations in writing impact these
  processes and especially the termination process?

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