IPGA 2013 Forum for Multi-level Organizations – Who’s In Charge?Saturday June 22nd, 2013, 10:15 to 11:45

Karen Fryday-FieldHarvey ThomsonPaul ShayAs of June 19

Forum Goals

• Profile the challenges related to multi-level organizations

• Explore innovative applications of policy governance to address challenges within multi-level organizations re: ▫Delegation,▫Policy interpretation ▫Monitoring

The dilemma

“In any event, the board never delegates the same authority or responsibility to more than one point.”

Policy Governance® Source Document

And yet boards of many multi-level organizations delegate to more than one person or body: because the board delegates to subsidiary

organizations, in addition to its own CEO because outside authorities require it because the organization’s culture or

politics require it.

2 Types of Families of Boards*

FederationHolding Company

Holding Company

L* John Carver, Board Leadership # 25 May-June 1996oard 25

Member

Member

Member

Member

Federation

Subsidiary

Parent

4

Delegation Options in a Holding Company*

* John Carver, Board Leadership # 27 Sept.-Oct. 1996

Parent Board

Parent Liaison Member

Parent Chair Parent CEO Parent Board Committee

Subsidiary Board Subsidiary Board

Subsidiary CEO Subsidiary CEO

“In most cases, using the CEO… offers the most accountability”*

John Carver5

Delegation Pathways in an Organization with Branches

Board

CEO Branch

Board

(Branch Advisory Board)

Branch

CEO

BranchCEO

Board

CEO

6

Board

CEO

Branch

CEO

Discussion

Does your organization have multiple levels?

What are the challenges of such organizations?

Image courtesy of Stuart Miles, published on 17 August 2012 Stock Image - image ID: 10097472 at FreeDigitalPhotos.net

The Kidney Foundation of Canada

KFOC is people working together for a common cause

Volunteers, individuals affected by kidney disease, care givers, donors, and staff

From all walks of life, all across Canada

Since KFOC’s creation in 1964….

It has helped millions of Canadians affected by kidney disease through the provision of Hope Support Empowerment and Engagement 

It has invested more than $110 million dollars in kidney research

KFOC’s Structure

1 incorporation 1 National Board of

Directors 1 National Executive

Director

8 Branches across Canada each with a Branch Board each with a Branch

Executive Director

KFOC National Board of Directors1st row, left to right: Mike Sheppard, Dr. Manjula Gowrishankar, Faye Clark, Tetiana Gerych, Dr. Julian Midgley, Kathryn Richardson, Harvey Thomson, Terry Young, Marsha Wood  2nd row, left to right: Paul Kidston, Ron Walker, Chris Gobeil, Andrew MacRithchie, Guy Langlois,  Kurtis Krug, Dr. James Zacharias, David Stack Missing: Jason Kroft, Ken Mylrea

KFOC National Office and BranchExecutive Directors

British Columbia Branch: Karen PhilpNorthern Alberta & Territories Branch: Flavia RoblesSouthern Alberta Branch: Joyce Van DeurzenSaskatchewan Branch: Joyce Van DeurzenManitoba Branch: Valerie DunphyOntario Branch: Jim O'BrienQuebec Branch: Martin MungerAtlantic Branch: Tracy Durkee Jones

Paul Shay National Executive Director

KFOC Need for Change

Strategic plan called for a governance review

Image courtesy of Stuart Miles, published on 06 March 2013Stock Image - image ID: 100144438

Symptoms

Tried to govern and manage by consensus

Authority and accountability was very diffuse and hence ineffective

Lack of clarity on who could decide what, who could take what risks, etc.

The national board and executive committee were tied up “managing” and “operating” KFOC, which was slow

Variety of opinions regarding priorities

Overall diagnosis

One legal organization with a confusion of practices and understandings that resemble in some ways

a federation a holding company, a single albeit multi-level

organization

Conclusion

The sum of the individual parts of KFOC were NOT leveraging KFOC as a whole to be more than the sum of the parts

Risk was higher than it should beForward progress was not optimal

Gualberto107, published on 21 May 2013Stock Photo - image ID: 100169245

Process

In-depth governance review Resulted in series of key statements

expressing values of National BoardReviewed delegation, but decided to

continue delegating to both Branch Boards and National Executive Director

Decided to use Policy Governance ®Retained Karen Fryday-Field of

Meridian Edge

Why Policy Governance for KFOC?

Principles, structure and policy templates offered a way to implement desired reform

Clear differentiation of governance and operations

Focus on endsLink between National Board and

“owners”Accountability for results

The Policy Governance Engine

Delegation InterpretationMonitoring

Simon Howden, published on 12 August 2009Stock Photo - image ID: 1007712

Challenge

Find a way to deal with delegation, interpretation and monitoring in a multi-level organization like KFOC

KFOC’s Solution

Standard Board–Operations Relationship policies delegate to both : National Executive Director and Branch Boards

Create several unique Limitations policies to provide necessary parameters on delegation, interpretation and monitoring

Lots of consultation & communication

KFOC’s Solution

BOARD-OPERATIONS RELATIONSHIP POLICIES Delegation to KFOC

Operations Policy (handout)

Policy for NBOD Monitoring of the NED and Branch Boards

UNIQUE LIMITATIONS POLICIES Delegation

Parameters Policy Policy for interpreting

NBOD Policies and for Developing KFOC-wide Operational Policies (handout)

Monitoring Parameters Policy

Delegation Parameters PolicyDefines parameters on National

Executive Director and Branch Board roles

Requires National Executive Director and Branch Boards to clarify respective roles within these parameters

Requires them to respect each others roles

Requires each Branch Board, as a volunteer body that meets only occasionally, to hire a Branch Executive Director to whom it delegates strongly

Policy for interpreting NBOD Policies and for Developing KFOC-wide Operational Policies Requires National Executive Director and

Branch Boards to develop consistent and sufficient interpretation of board policies

Requires them to ensure timely and effective decision making Including requiring Branch Boards to

delegate strongly to their respective Executive Directors role in interpretation and developing KFOC-wide operational policies

Requires them to respect interpretations and KFOC-wide operational policies

Example using excerpt from ends policy

“…2. SupportTo achieve optimal health status, all people affected by kidney disease have access to health care and to wellness, socio-emotional, and financial support including: 2.1. Equitable access to appropriate cost-

effective treatment, as close to home as possible, regardless of background and personal circumstances.

2.2 Timely access to successful long-term organ transplantation, if desired and appropriate.

2.3. Comfort for those who withdraw from or do not wish dialysis treatment. …”

Monitoring Parameters Policy

Requires National Executive Director to create monitoring system that synthesizes data from Branches

Requires Branches to provide the National Executive Director with monitoring data

Discussion

Do you think KFOC will be successful with this approach to implementing Policy Governance® in a multi-level organization?

Share suggestions for implementing Policy Governance® in multi -level organizations.