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INS BOARD DEVELOPMENTOCTOBER, 2010
Review / Summary
Trends & Traps
Democracy Don’t get overly caught up in consensus
AvoidanceDrift or idea hampersLack of accountability
Set performance measures at every levelCompetitorsEducated incapacity
Too educated to take riskStructure
Believing that changing structure solves the problem Behavior changes may precede bylaw changes
Succession planning
Board of Directors Must Do’s
Read & interpret financials Include in Board orientation
Discuss / strategize for the future Board members come prepared with another‘s point of view CEO brings a topic or issue with explanation and
recommendationMake decisions
May include topics from earlier conference call Be prepared to make a decision
Set strategic direction Determine strategic issues Determine what success will look like
Delegate tasks as indicated Delegate to others with the skill sets to accomplish the task
Board Responsibilities
Manage delicate issues Be willing to deal with tricky issues It’s not “me against you”, it’s “us against the problem”
Set program and strategic plan for Public policy Image of the organization Membership and leadership Fiscal planning Structure and governance
Establish a plan to populate the Board Develop Board recruitment tool kit
Our responsibility is NOT to listen to reports
Board Responsibilities, cont
Fiduciary oversite Approves expenditures – general Ensures a legal system for accounting and reporting Provide/ensure transparency Risk management – managing away from risk
Establish/maintain ethical principles of business Recuse from a vote if appropriate Be prepared to solve ethical dilemmas or breach of ethics
Discussion & decision making Be careful with premature promises Come prepared to Board meetings
Oversite of operationsHires, sustains, evaluates, terminates the CEO
The CEO is the Board’s only direct reportSet the strategic direction (annual strategic plan) for
the organization
Strategic Direction/Planning
A clear responsibility of the Board of Directors At the March BOD meeting, set Strategic Planning as an
agenda item for Oct meeting At October BOD meeting, establish the strategic plan for the
coming fiscal year Charge CEO/staff to develop the business plan to
accomplish the strategic plan for the coming year◦ The CEO will
◦ Establish and develop the business plan from the Strategic Plan developed by the BOD
◦ Determine the timeline needed for the work to be done & report
◦ Determine the funding necessary to accomplish & report◦ Provide intermittent progress reports to the BOD
Boards of All Business Units
All INS Board of Directors should have the same training and development opportunities
Boards of all business units, (INCC, Gardner, INS) shall have the same BOD development training
Joint planning between INS, INCC, Gardner Foundation Boards
President-elect Responsibilities
Attends meetings when the President is unable
NCOE liaisonChair’s the by-laws committeeIdentifies his/her themeAttends NALAOther assigned duties at the discretion of the
President and job description
President’s Responsibilities
Uphold the missionSets the tone & exampleThe primary spokesperson for the organizationIs the “face” of the organization “to the world”
for termDelegates responsibilities and representation to
the CEO at the his/her discretion Chairs meetings, conference callsStays ahead of the curve on issuesHas the right to recognitionHas the power of appointment
CEO Responsibilities
The CEO is the Board’s Partner Participates in discussion Asks good questions Brings information to the Board Makes recommendations Listens to the Board Brings reports on key issues Provides additional information Has no vote
CEO Responsibilities, cont
Day to day management of the organization◦ Fiscal/budget reporting to the BOD◦ Sustains the legal requirements of the organization◦ Manages the daily “image” of the organization◦ Provides info to the Board◦ Manages all direct reports
◦ VP and staffCEO has several constituents
◦ President◦ BOD◦ Staff◦ External others◦ Members
CEO Rights
The right to◦ Clear direction◦ Set priorities◦ Reasonable compensation◦ Hire/fire staff◦ Ask good questions◦ A good workplace◦ Feedback◦ Respect◦ Mutual goal setting◦ Be treated ethically
CEO Report
Progress report of goalsReports
trends in the environment operations and detail as requested key staff vacancies or issues Other key issues that might effect time and resources
Zoning ordinances, lease contracts, critical staff issues
CEO Evaluation
Achievements against the previously established goals (established at the prior year’s evaluation)
How did the CEO grow ?How did the CEO help others grow ?What are the “keeps and changes?”
Board Orientation
A partnership between the President and the CEO
Always involves new Board members & other Board members who wish to attend
CEO will address operations piecePresident or delegate will address Board
functions
Board Evaluation
Several acceptable formats May be casual conversation with structured input Honest and constructive Done collectively with all Board Members in
attendance Take notes
Communication Norms
The President should never be surprisedThe CEO should never be surprisedRemember courtesy
Other Key Notes
Match recognition to those who did the workIt’s ok to get out after getting inExercise crucial conversations for committee
members who are underperformersPhase I projects are siloed from Phase II
projectsBad news should not be sandwiched between
good news