Role of Best Practice Governance

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Role of Best Practice Governance

• Sandy Cam Brinsdon
• Talent Finders Limited

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Themes

• Raising expectations will raise results
• A formal process need not be onerous
• A whole board approach

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Policy Governance

• Implemented world wide since the 1990s - Dr John
  Carver
• First... fully integrated coherent system of
  governance Sir Adrian Cadbury
• Template approach in less than 20 pages of
  policy
• Recognised and used in NZ

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Practical Example

• Board meetings driven by operational matters
• GM relying on the board to make decisions
• Meetings focus on reviewing past activities
• Reviewing minutia in financial reports
• Separation from owners
• Blurring of roles

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Management Committee or Board?
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Time for Governance

• Monthly
• 2 hrs for reading/prep?
• 2 hrs for meetings?
• 2 hrs for connecting?
• - with owners

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Understand the Current Structure?
Owners
Founders? Community? Funders?, etc.
BOARD / TRUST
Finance Committee?
Advisory group
General Manager
?
Employee
Volunteers?
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Need for a Formal Board Structure

• An overlap between manager and board roles is
  causing confusion / dysfunction
• A professional manager and staff are able to
  carry out the work of the organisation
• Maturity of organisation
• Regulatory expectation

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Boards Role is Clear

• To determine the ENDs
• What difference for whom at what worth/priority
• How does society benefit from your NfP
• Empower the GM, with clear written boundaries
• Monitor GM compliance with ENDs and boundaries

Focus on the true owners rather than being
driven by those in the organisation
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Generic Attributes

• Are visionary
• Strategic and monitor to an outcome
• Have a wide perspective
• Connect with a range of people
• Accept and use authority
• Actively connect with true owners
• Moral courage to raise issues and stand up to
  splinter groups
• Are team players

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Board Holism

• The Board speaks with one voice when instructing
• Committees are only there to assist the board
  with its job
• There is no place for exercising individual
  governance power including the chair

The board works as one
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Board Members

• Your job is not to help the staff
• Protect staff from board memberswho wish to
  manage
• Staff can ask board members (as volunteers!) to
  help
• Diversity is larger than can be represented
  directly by any board
• Formally commit to observing and enforcing your
  written policies

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Board Self-Management

• Define in writing board behaviours, values and
  disciplines
• Observing enforcing written policies
• Support the chair with group discipline
• Boards own processes
• 12 month rolling agenda, structuring the board
  agenda, consultation etc

Board meetings look outward, to the future and
are driven by the board
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Policy on GM Boundaries

• Formalising management boundaries
• Manage risk by developing levels of policies
• Start from the broadest level
• reasonable interpretation of the boards words
  
• Can change policy at any time
• Reduce guess work for GM

• Board and GM clear on their roles
  responsibilities with written policies to guide
  them

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Effective Monitoring

• The Board monitors against its written policies
• The policies are the only criteria
• Monitoring data assists in informing future
  decisions
• Monitoring is relevant and moves the organisation
  forward

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Not Everything is a Board Issue

• Recognise that not all issues are board issues.
• Decide if an issue belongs to the board before
  debating it use the written policies.

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• For each issue ask?
• ARE WE MAKING A DIFFERENCE

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Succession Planning

• Rotating the board whats in the constitution
• Define the boards role well, especially the
  Chair
• Plan for retirement and develop a new Chair in
  advance of Chair retirement
• Keep up the hunt for new board members

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Policy Governance Action Steps

• Read
• www.policygovernance.com
• Boards that make a difference by John Carver
• Consensus
• How far do you want to take this commitment!
• Formalise
• Principles and policies
• Needs a change agent (internal or external)
• Implement
• Preparation and specific change over point

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