Transcript GEM Governance Summit

GEM Governance Summit
An Introduction to
Governance Models and Practices
A Board ≠ A Board
Great Variation In GEM Member Pool Boards
Size
7 - 122 Directors
How Directors become Directors
Appointed
Elected
Structure
0 - 8 Committees
Function
Manage & Policy
Policy Only
Is there a ‘right’ and a wrong way of
governing?
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There is no single ‘right’ way – but there are
many wrong ways
Each organization is different – but they have
in common:
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The basic responsibilities of Boards
Some best practices of governance
Today we’ll touch on:
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Organizational roles
Basic Board responsibilities
Different models of governance
Best practices for governance
4 Organizational Roles
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Ownership: Having the legal or moral right to an
organization. The source of the board’s authority to
govern.
Governance: Determining and making the policy for
the affairs of an organization
Management: Controlling and directing of the affairs
of an organization.
Operations: Carrying out the functional activities of
an organization.
Relationship of Organizational Roles
Management is the link between
Ownership

Governance & Operations
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Management
Governance
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Governance is the link between
Operations
Ownership & Management
3 Board Roles
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Leadership & decision making
Assure accountability
Representation
Role: Decision making & leadership
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Set organizational direction
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Mission
Values and culture
Vision and strategy for the future
Stewardship of Resources
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Financial
Risk management
Human Resources
Role: Accountability
- Here is where the buck stops
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Monitor Effectiveness
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Board Performance
CEO Performance
Organizational Performance
Communication
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Transparency of process & decisions to “owners”
Role: Representation
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Represents the ‘owners’
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Act in interest of the organization – not selfinterest
Sustain the Board
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Board orientation
Board and leadership succession
Models of Representation
Partnership
Stakeholder
Partnership
• Board acts as a team
• Stakeholder groups
elect representatives
• Each member
organization has a
representative
• Directors seen as
bringing skills to the
organization
• May be appointed or
be elected by ‘general’
membership
• Decisions usually by
consensus (even if there
are formal votes)
• Directors represent a
constituency
• Board may mediate
between interests
• Decisions usually by
consensus (even if there
are formal votes)
• Board often manages
& organizes the
organization’s activities
• Members may
negotiates among each
other
• Decisions typically
made by voting
Models of Decision Making &
Leadership: A Continuum
Carver
Policy
Governance
LEAST
Results
Orientated
Board
Traditional
Policy
Board
involvement in Day to Day Operations
Management
Board

MOST
Operational
Board
Governance & Management Roles
Carver
Results – Traditional Management
Policy
Oriented
Policy
Board
Governance Board
Board
Operational
Board
Governance
Board
Board
Board
Executive
Committee
Board
Board
Management
CEO
CEO
CEO
Executive
Committee
Board
Board & Staff Relationship
Carver
Policy
Governance
Results
Oriented
Board
Traditional
Policy Board
Management
Board
Operational
Board
Directive
Policy Ends &
Limitations to
CEO
Policy
Approval by
Board
Policy Approval
by Board
Policy Approval
by Board
Operations to
Staff
Policy Approval
by Board
Delegative
Management
to CEO
Management
to CEO
Governance to
Executive
Committee
Management to
CEO
Management to
Executive
Committee
Management &
Operations
Committees &
Task Groups
Collaborative Board & CEO
Policy
Development
led by CEO
Policy Influenced
by CEO
Management
influenced by
Board
Board Member
& Staff
Influence
Management &
Operations
Board Members
& Volunteers
Governance
Management
Operations
roles distinct
Board Best Practices
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Have clarity
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Roles for Board, Committees and CEO
The delegation of authority and accountability
Collaborative and decision making process
Have as few standing committees as possible
Use committees to
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‘grow’ Board members
Increase agility of decision making
Special tasks
Board Best Practices
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Govern as a group with one voice
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Once a decision is made support it
Individual directors have no authority unless
clearly delegated by the Board
Act on behalf of the organization as a whole
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And if not make self-interest clear
Board Best Practices
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Set criteria for success
Systematically monitor/evaluate:
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Whether criteria for success are being met
Whether programs and services are serving the
mission or purpose of the organization
Board Best Practices
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Pay attention to the organizational culture
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Values
Code of ethics
Behavioral expectations
Organizational Structure
There is no such thing as the one right organization. There
are only organizations, each of which has distinct strengths,
distinct limitations and specific applications. It is a tool for
making people productive in working together. As such, a
given organizational structure fits certain tasks in certain
conditions and at certain times.
Peter F. Drucker