Transcript Jane Silverman President Jane Silverman Associates, LLC     Shared leadership framework built on clear roles and trust The board as a strategic asset Understanding and managing.

Jane Silverman
President
Jane Silverman Associates, LLC
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Shared leadership framework built on clear
roles and trust
The board as a strategic asset
Understanding and managing power
dynamics
The ED as Chief Board Development Officer
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Governance Defined
Governance is the distribution of authority
within an organization
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The Board/Executive Partnership:
The Classic Model
 The Board governs the life of the
organization
 Has ultimate responsibility
 Is accountable to the public trust
 The executive coordinates and directs
the affairs of the organization
 Has immediate responsibility
 Is accountable to the board
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Major Roles of the Nonprofit Board
 Set Organizational Direction
 Provide Oversight
 Ensure Necessary Resources
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When ranked by CEOs and EDs, Boards received a B- for
performance
Best at technical tasks (fiduciary); weakest at “adaptive work”
(strategy, community outreach)
60% of EDs said fundraising was the area Boards most need to
improve, followed by ambassadorship (41%)
Only 1 in 5 EDs think the majority of their board members are fully
engaged
Majority of EDs and their Boards say they have a productive working
relationship
95% of large; 84% of medium and 69% of small organizations have
evaluated their ED in the past 2 years
38% of EDs are ex officio non-voting members of the board
Board chairs spend an average of 14.5 hours per month on Board
business; EDs spend an average of 17.8 hours a month
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Source: Leading With Intent, Boardsource 2014
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Chair
CEO
Communication between CEO and board is open and
honest
3.56
3.61
There is effective collaboration between the CEO and
board on major decisions
3.49
3.62
The CEO actively involved the board in leading the
organization
3.37
3.60
The board openly discusses and challenges
recommendations made by the CEO
3.33
3.48
I can share and discuss my mistakes with the board
without fear they will hold them against me
3.28
3.46
Board members help develop each other’s strengths
2.76
3.09
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The Board as Organizational
Asset
 Provides insight, advice and support to
CEO
 Oversees organizational performance
 Operates at a strategic level
 Engages constituents and experts to
provide insight for key decisions
 Takes time to define its role and the
boundaries between Board and CEO
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Organizational Power Relationships
Board
Constituents
Staff
Volunteers
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Power Issues
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Complexity of relationships
Who runs the organization?
Clarity of expectations
Consensus rather than control
Information and communication
Motivations for participation
Responsibility for results and
successful participation
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Three Pillars of Effective Leadership
 A clear sense of roles and
responsibilities
 A shared understanding of the
organization’s mission and vision
 Trust
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Why Boards Micromanage
 The Board does not have a clear sense of its role
 Governance is long-term; management has more
immediate results
 Board members are familiar with daily management
from their jobs
 Board members are on the Board to perform a task, not
to lead
 ED brings management issues to the Board
 Board lacks strong leadership
 Remnants of a crisis still exist
 Fear that if they don’t take charge of operations, no one
else will
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Who Makes the Decision?
Decide (D); Advise (A); Consent (C)
1. Accepting a grant from a controversial source
2. Change in health care plan
3. Selecting an honoree
4. Deciding the theme of a fundraising event
5. Starting a new program
6. Starting a new service
7. Adding new locations
8. Issuing a public statement
9. Hiring senior management, other than the CEO
10.Approving the choice of vendors
11.Approving large expenditures
Board
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Staff
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Board
Chief Executive
• Adopts strategic mindset by
focusing on big issues that
matter most
• Ensures that strategic planning
happens with board’s
appropriate involvement
• Actively participates in planning
sessions and retreats
• Leads operational planning and
approves staff work plans
• Annually evaluates the
performance of the chief
executive and sets
compensation
• Ensures that staff performance
evaluation exists and is
implemented
• Evaluates its own performance
regularly
• Evaluates his or her own
performance
• Assesses organizational
performance and progress
towards goals via staff reports
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Board
Chief Executive
• Ensures adequate financial expertise on
the Board
• Prepares annual budget and provides
board with regular financial statements
• Sets overall fiscal policies and ensures
appropriate internal controls
• Handles daily financial operations and
monitors cash flow
• Approves annual budget and monitors
financial reports
• Defines financial policies and procedures
for all daily money transactions
• Hires the auditor and reviews the audit
• Drafts gift acceptance policies and
personal giving guidelines for board
members
• Drafts development plan and oversees its
implementation
• Actively participates in fundraising efforts
as directed by the development staff
• Involves the board in fundraising and
provides adequate support
• Takes lead in insuring capital campaign
success
• Acts as main representative of the
organization and communicator with major
funders
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Board Committees and Organizational
Committees
Board Committees:
 Engage in policy or strategic work
 Report to the Board
 Staff provides background material, takes minutes,
implements
 Board is accountable
Organizational Committees
 Work on issues that are staff responsibility (e.g. PR,
development)
 Advise the staff
 Staff provide leadership, members implement
 Staff is accountable
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Generative
Strategic
Fiduciary
Board’s purpose
Source of
leadership for
organization
Strategic
partnership w/
management
Stewardship of
tangible assets
Chief role
Sense maker
Strategist
Steward
Find and frame
challenges,
reconcile values
and choices
Scan
environment,
shape strategy,
create
comparative
advantage
Set mission,
oversee
operations,
deploy resources,
ensure
compliance
Inclusive
conversations
Task forces, ad
hoc work groups
Standing
committees
Core work
Conducive process
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Technical
Markers of Strategic Boards
 Focus meetings on governing rather than
managing
 Help shape organization’s priorities through
strategic planning
 Agendas align with goals and priorities
 Priority on long-range issues
 Anticipate problems before they are urgent
 Sharpen direction, address difficult issues,
identify opportunities
 Allocate time to what matters most for
successful organizational performance
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Sample Meeting Agenda
Agenda Item
Accountable
Purpose
Time
Welcome
Chair
5 min.
Introduction of new members
Chair
Information
5 min.
Consent Agenda
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Previous minutes
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President’s report
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Committee reports
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Bank signature authorization
Chair
Decision
2 min.
The School to Prison Pipeline: Civil
Liberties Issues
Speaker, ACLU, Center
for Justice
Discussion (Mission Matters)
20 min.
Emerging public policy opportunities
Exec. Dir. And staff
Discussion (Strategic Direction)
20 min.
Term limits
Governance Chair
Decision
20 min.
Audit
Finance Chair
Decision
15 min.
Good and welfare and Adjournment
Chair
5 min
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The Benefit of Scorecards
 Aligns key performance measures with
strategic goals
 Clear picture of where the organization
is with respect to its goals
 Focuses the board on important issues
 Outcome-oriented
 Measurement-based
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Governance Propositions
 Elevated purpose produces elevated performance.
 Board culture matters more than board structure.
 Trustees add value and derive value from meaningful
participation in consequential discussions.
 Board engagement depends on significance of issues,
opportunities for influence, and probability of results.
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Building Trust
Board
ED
Board
Board
Board
Executive Committee
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How CEOs Can Avoid
Micromanagement and Build Trust
 Bring issues of consequence to the Board
 Avoid surprises
 EDAWN sessions – What keeps the ED
awake at night
 Provide timely, pertinent information that
is easy to understand
 Frame issues according to who has
responsibility
 Discuss boundary issues
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Danger Sign
Message
The ED gives orders to the board rather than
discussing issues to determine best course
of action
ED is the boss; Board is subordinate
ED interacts with board only at board or
committee meetings
Board is needed only to rubber-stamp
decisions and to be counted
ED performs duties with no feedback from
the board; board members talk among
themselves about ED performance
No feedback is good feedback. Danger: No
clear expectations
ED or board chair makes unilateral decisions
Board is unimportant; no thought about how
important developments should be shared
ED conceals information
ED is in trouble, craves power or needs a
means to deflect bad news
Board is disengaged, does not show up at
meetings, add value to discussion or respond
to messages
ED does not care about the negative impact
of poor board performance
ED is disorganized, unprepared or avoids
dealing with difficult situations
No one is in charge; Board must step in
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Benefits for the Chief Executive:
◦ Constructive feedback shows what is working and
where change is needed
◦ Self-evaluation enables Chief Executive to build on
strengths and improve weak areas
◦ Clarifying expectations for the coming year sets
priorities
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Benefits for the Board
◦ Enables the Board to support the Chief Executive
◦ Enhances communication between the Board and
Chief Executives
◦ Facilitates the Board’s oversight function
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Clear and unambiguous job description
Annual expectations that identify priorities
and specific accomplishments for the coming
year, mutually agreed upon
Clear and transparent process – who is
involved, tools, how results will be
communicated
Conducted annually
Provide regular feedback
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ED as Chief Board
Development Officer
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Create a learning organization
Use the strategic plan as the guide
Provide adequate board and committee support
Identify potential board members
Participate in board member orientation
Identify champions
Make board work meaningful:
◦ Strategic Agendas
◦ Strategic assignments
Visioning and planning
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Board and management discover issues and
solve problems together
Board and management mutually set the
agenda
Board and management understand their basic
roles but allow for boundary flexibility
Board and management set and implement
policy together
Board and management trust each other
Board and management learn from each other
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Presented by:
Jane Silverman
President, Jane Silverman Associates
LLC
Janesilverman.com
[email protected]
609.731.6061
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