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BOARD GOVERNANCE Tools to Improve Communication, Participation & Interaction Sheryl Feller Sheryl Feller Board Chair, Red River College & Fellow Certified Management Consultant, Bluebear Enterprises Maria Capozzi Maria Capozzi Principal, Governance Services Office of the Auditor General

Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

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Page 1: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

BOARD GOVERNANCETools to Improve Communication,

Participation & InteractionSheryl FellerSheryl Feller

Board Chair, Red River College & Fellow Certified Management Consultant,

Bluebear Enterprises

Maria CapozziMaria CapozziPrincipal, Governance Services

Office of the Auditor General

Page 2: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

Sheryl Feller, Board Chair, Red River College & Fellow CertifiedManagement Consultant, Bluebear EnterprisesSheryl is a Fellow Certified Management Consultant who works with many governing boards in the areas of strategic planning and board development. Sheryl has served on many boards including the Central Regional Health Authority, the Sanford Credit Union, the Women's Enterprise Centre and currently chairs the Board of Governors of Red River College.

Maria Capozzi, Principal, Strategic Initiatives & Board Governance, Office of the Auditor GeneralMaria has extensive experience in conducting governance reviews and assessments of Boards in the public sector. She has authored numerous OAG Reports to the Legislature since the establishment of the OAG’s governance practice in 1997. Maria holds a Masters in Public Administration, and has previously worked with Manitoba Public Insurance, Kleysen Transport Ltd., Investors Group Inc. and Manitoba’s Department of Labour.

Page 3: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

AGENDA1. Introduction

– Board Communication, Participation & Interaction Why It Matters

2. Group Decision Making3. Tools & Strategies For Groups

– Silent Start Techniques– Six Thinking Hats– Electronic Voting Technology

4. Concluding Thoughts

Page 4: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

Why It Matters• The fundamental intent of a Board is to

bring together the diverse experiences, values and perspectives of a group of individuals… and through discussion and debate of those perspectives, the Board assists an organization in reaching informed and well-considered decisions.

Page 5: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

Why It Matters“What makes Boards great are not rules,

regulations and mandates, but simply how well people work together.”(Harvard Business Review )

• Importance of good team dynamics on a Board cannot be overstated.

• Boards can have all structural components of governance in place, but still not have good governance.

“Board dynamics may be the single most important factor in determining board effectiveness.” (Leblanc & Gillies)

Page 6: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

A Good Board Culture • All participate and contribute• Willingness to engage in discussion, debate,

and to listen to others’ views• Atmosphere of trust, respect and candor• Will take an opposing view when required• Conflicts are resolved in a timely manner• Take collective responsibility once decision

made

Page 7: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

Group Decision-MakingPROs• Variety of ideas and perspectives are

brought to the table.• Studies show that a group will almost

always make better decisions than any one individual within the group. – More information helps to counteract the bias in any

one perspective.– Provides “sober, second thought” to the decision-

making process

Page 8: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

Group Decision-MakingCONs• Perception that decisions take longer to

make• Impact of dominant, charismatic individuals• Impact of “GroupThink”

– Fear of speaking up – not want to be subjected to personal criticism, blame or censure.

– Divergent opinions are not welcomed– Uncomfortable discussions are avoided

Page 9: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

Group Think• Group and social dynamics is one of the

most powerful forces on people.• Studies show:

– Humans will obey direction of a group (ie. deference to leaders / power), even if disagree. (Milgram)

– Humans will conform, even if know answer wrong. (Asch)

– Humans become extremists in a group a critical mass of like-minded members leads to a more extreme outcome. (Sunstein)

– The more people within the group, the less effort each will make individually “Social loafing” (Ringelmann)

Page 10: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

Strategies to Avoid Group Think

• Importance of Good Facilitation– Often delegated to Chair– But doesn’t have to solely rest with Chair

• Utilizing tools such as: 1.Silent Start Techniques2.Six Thinking Hats3.Electronic Voting Technology

Page 11: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

SILENT START SILENT START TECHNIQUESTECHNIQUES

Page 12: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

The “Silent Start” Technique• Used to combat the influence of groupthink• Best before discussing an important issue• Index cards

– Each member takes 1 minute to write down their first thoughts about the issue.

– Not shared (unless want to). Some Boards collect and share anonymously.

• Studies show once connect privately to own thoughts less prone to be influenced by others’ opinions, and more likely to air.

Page 13: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

The “Silent End” Technique• Similar, but done at end of discussion • Index cards

– Each member takes 1 minute to write down what they would say, or ask next, if time for discussion was still available.

– Collect and review.

• Studies show will get the reservations, concerns, anxieties, or dissention that would not otherwise have been aired.

Page 14: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

THE SIX THE SIX THINKING HATSTHINKING HATS

Page 15: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

The Six Thinking Hats• “Six Thinking Hats” is one of the thinking

frameworks and tools developed by Edward De Bono

• Simple, powerful, practical

• Easy to learn, easy to use

• Can change thinking behaviour

Page 16: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

The Six Thinking Hats• The hats give us an alternative to argument

and critical thinking

• Co-operative exploration replaces confrontation and adversarial thinking

Page 17: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

The Six Thinking Hats• The hats allow us to explore different

perspectives regarding a complex situation or challenge

• The tool allows everyone to consider different perspectives as well as the one they might normally adopt

• The hats direct thinking rather than classifying thinking or the thinkers

Page 18: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

Why Hats? • “Put on your thinking cap”

• We can take hats on and off easily

• Hats indicate our roles – we talk about wearing different hats

Page 19: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

And Why Six? • In De Bono’s view, six is the minimum

number to cover the different types of thinking required

• But more than six becomes confusing

Page 20: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

By directing our thinking, the hats…• allow people to say things without risk • ensure multiple perspectives are

considered • help people “switch gears”• focus thinking • lead to more creative thinking • improve communication • improve decision making

Page 21: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

The Six Hats • Blue

• White

• Red

• Yellow

• Black

• Green

Page 22: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

Blue Hat – Managing Thinking• Think of blue sky• The blue hat is the organizing, process

control or overview hat – I’ll be wearing the blue hat today

• The blue hat sets the agenda, asks for the use of the other hats, asks for summaries, conclusions, decisions

Page 23: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

White Hat – Information• Think of white paper which will carry

information• What info do we have? • What info do we need?• What info is missing?• What info would we like to have? • How will we get it?

Page 24: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

Red Hat – Feeling• Think of fire and warmth• The red hat reflects our feelings, intuition,

emotions, hunches• We can express our feelings without

apology, explanation or justification• We do not need to disguise our feelings as

facts or logic

Page 25: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

Black Hat – Caution• Think of a stern judge wearing black robes• The black hat presents the logical negative

view – it is judgmental, critical, cautious• It considers difficulties, dangers, what could

go wrong• This is the hat that can be overused – early

negativity can kill creative ideas

Page 26: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

Yellow Hat – Opportunities• Think of sunshine• The yellow hat presents the logical positive

view• It is optimistic and realistic• What are the benefits? • What’s good?• What’s of value?

Page 27: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

Green Hat – Creativity• Think of vegetation and growth• The green hat is for creative thinking,

possibilities, new ideas• The green hat is visionary and provocative,

it looks for other ways of doing things, alternatives

• How might we make this work?

Page 28: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

Using The Six Hats • The hats can be used occasionally to ask

for a specific kind of thinking or• Systematically in a sequence• The hats can be used privately by an

individual, in conversation, in meetings or in reports

Page 29: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

Hats Exercise • Let’s explore an idea using a traditional

approach... and then with the six hats.

Page 30: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

ELECTRONIC ELECTRONIC VOTINGVOTING

TECHNOLOGYTECHNOLOGY

Page 31: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

I currently serve as:

1. Board Chair

2. Board Member

3. Management Team

4. Other?

1 25.0%

2 25.0%

3 25.0%

4 25.0%

Page 32: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

I would rate my performance as a Board member to be:

1. Below Average

2. Average

3. Above Average

33%

1

33%

2

33%

3

Page 33: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

Electronic Voting Technology• Used to survey a group, to provide for

group input, or anonymous voting.• PROS:

– Quick and efficient – provides instant input– Open and transparent – yet can still be anonymous– Can be tailored to whatever issue

• CONS: – Have to be in attendance– Limited length

Page 34: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

You and Your Board• Statements about you and your Board.• Push the number on the responder that

most closely reflects your opinion. – Level of agreement on a scale of 1 to 5. – Number will light up on responder for few seconds. If

change your mind, just push different number. Last number pushed is recorded.

– Timer: 30 seconds per question

• Once timer is up, full results on screen. – Graph, percentages as well as number of responses

and mean will be shown.

Page 35: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

ABOUT YOUR BOARD:ABOUT YOUR BOARD:TEAM DYNAMICSTEAM DYNAMICS

Page 36: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

Strongly Agree

AgreeNeutralDisagreeStronglyDisagree

Our Board works well together as a team.

20%

1

20%

2

20%

3

20%

4

20%

5

Page 37: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

Strongly Agree

AgreeNeutralDisagreeStronglyDisagree

Our meetings are short, efficient and usually end on time.

20%

1

20%

2

20%

3

20%

4

20%

5

Page 38: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

Strongly Agree

AgreeNeutralDisagreeStronglyDisagree

Some members are unprepared and do less than required.

20%

1

20%

2

20%

3

20%

4

20%

5

Page 39: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

Strongly Agree

AgreeNeutralDisagreeStronglyDisagree

Some Board members do not participate enough in the discussion.

20%

1

20%

2

20%

3

20%

4

20%

5

Page 40: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

Strongly Agree

AgreeNeutralDisagreeStronglyDisagree

A few Board members dominate the majority of discussion at meetings.

20%

1

20%

2

20%

3

20%

4

20%

5

Page 41: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

Active Participation• Bringing your views to the table

– Culture encourages openness, candor, and respect. – Allows your view to be expressed without fear of

criticism or censure– Raise concerns when you have them

• Listening with an open mind to the views of others– Trying to understand the concerns of others– Not talking all the time

Page 42: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

Team Dynamics• Common mistake to consider someone to

be a good “team-player” if they are quiet, respectful and agreeable.

• Members who never contribute or add to the discussion, are just as ineffective and dysfunctional as those who constantly disagree or are overly aggressive.

Page 43: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

OAG SURVEY FINDINGS • 88% said Board works well together as a

team• YET, 22% feel some members spend less

time than required and come unprepared. – 52% of management reported some don’t do enough.

• 15% feel some members do not participate enough in the discussion, and 27% feel some dominate the discussion at meetings. – 47% of management said some dominate.

Page 44: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

OAG SURVEY COMMENTS“Too many useless people appointed to Boards who do not add value, they don’t speak up or share opinions.”

“Challenge is trying to get thoughtful discussion to take place.  Come to think of it maybe just discussion – it doesn’t have to be thoughtful.”

“Most Board members seem hesitant to question, clarify and discuss for fear of being considered negative.”

Page 45: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

ABOUT YOUR BOARD:ABOUT YOUR BOARD:DECISION MAKINGDECISION MAKING

Page 46: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

Strongly Agree

AgreeNeutralDisagreeStronglyDisagree

Almost all Board decisions are approved unanimously.

20%

1

20%

2

20%

3

20%

4

20%

5

Page 47: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

Strongly Agree

AgreeNeutralDisagreeStronglyDisagree

Our Chair probes silent members for opinions on key issues.

00:09

20%

1

20%

2

20%

3

20%

4

20%

5

Page 48: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

Strongly Agree

AgreeNeutralDisagreeStronglyDisagree

There are often a lot of differences of opinion on our Board.

00:13

20%

1

20%

2

20%

3

20%

4

20%

5

Page 49: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

Strongly Agree

AgreeNeutralDisagreeStronglyDisagree

I never hesitate to vote against motions or proposals that I disagree with.

00:08

20%

1

20%

2

20%

3

20%

4

20%

5

Page 50: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

Strongly Agree

AgreeNeutralDisagreeStronglyDisagree

Once decision made, Board puts aside differences and assumes collective responsibility.

00:09

20%

1

20%

2

20%

3

20%

4

20%

5

Page 51: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

What Does Consensus Mean?• Means everyone can live with and support

the decision, but it is not necessarily everyone’s first choice

• Does not mean unanimity or compromise• Will increase the ease of implementing the

decision• Is a process so the decision reflects the

thinking of all team members

Page 52: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

Criteria For Consensus• Everyone has had an opportunity to provide

input.• Everyone must believe that they were

heard and understood.• Everyone must be able to state the decision

clearly.• Everyone must agree to support the

decision in what they say and what they do

Page 53: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

OAG SURVEY FINDINGS • 90% feel having opposing viewpoints good

and said feel comfortable opposing– 85% said will vote their conscience, even if stand alone.

• YET, only 23% said lots of differences of opinion expressed, and 85% said all decisions approved unanimously. – Diversity of thought crucial to healthy team dynamics. – If insist on unanimity, independent opinion may be

silenced.

Page 54: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

OAG SURVEY COMMENTS“Position of Chair and CEO is that our Board should be presented information and decisions and we should simply concur with all decisions made by staff… Efforts to ask questions, participate in thorough discussion or seek information to validate, are frowned upon.”

“Often a nay vote is never asked for before moving on.”

“People are scared to speak out against the majority.”

Page 55: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

ABOUT YOUR BOARD:ABOUT YOUR BOARD:ACCOUNTABILITYACCOUNTABILITY

Page 56: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

Strongly Agree

AgreeNeutralDisagreeStronglyDisagree

My Board does a good job of holding management accountable.

00:05

20%

1

20%

2

20%

3

20%

4

20%

5

Page 57: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

Strongly Agree

AgreeNeutralDisagreeStronglyDisagree

Our Board becomes too involved in day-to-day management.

00:12

20%

1

20%

2

20%

3

20%

4

20%

5

Page 58: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

Strongly Agree

AgreeNeutralDisagreeStronglyDisagree

Board often challenges the assumptions behind management’s proposals.

00:07

20%

1

20%

2

20%

3

20%

4

20%

5

Page 59: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

Strongly Agree

AgreeNeutralDisagreeStronglyDisagree

I sometimes feel Board is simply ratifying management’s pre-made decisions.

00:10

20%

1

20%

2

20%

3

20%

4

20%

5

Page 60: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

Passive Boards• Passive, “rubber-stamping” Boards: – Meetings are routine; feel orchestrated– Hesitate to provide feedback or challenge assumptions

• Overly passive Board most likely to be providing ineffective governance.

– Most common issue in OAG governance reviews

Page 61: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

Holding Accountable• Active Boards provide effective oversight by

monitoring organizational & CEO performance:

– Monitoring results achieved in implementing Board’s strategic direction.

– Monitoring CEO performance annual evaluations, clear job descriptions, approving expenses, etc.

Page 62: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

TRUST, but Verify“But we TRUST our CEO! S/he is excellent!”

• Board must both trust management and hold accountable.

• Good accountability processes actually protects the CEO, as well as the Board.

– Board oversight of conflicts of interest/ expenses protects CEO from suspicion. Board’s feedback helps CEO see big picture; assess risks, etc.

– Assures Board their trust in CEO is well-founded.

Page 63: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

What Does Holding Accountable Mean?

Rubber Stamping

GrillingHolding Accountable

Asking for More

Take atFace Value

lTrusting-

Comfortable

lTrust and

Healthy Skepticism

lUncertainty-

Increased Skepticism

lOverly Trusting-

Abdication

lAccusatory-Aggressive

Board should be HERE-- Moving As Needed Between These –

Continuum of Board Behaviour:

Page 64: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

Holding Accountable• Not just routine checklist of questions, but

an active and full dialogue of issues.– What’s working? What’s not working? How do we know?

How can it be improved? Does it need to change in light of changing circumstances? etc.

• Ask How…? and What..? rather than Why?– Helps to maintain respect & trust. – Never denigrate the relationship.

Page 65: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

OAG SURVEY FINDINGS • 82% said Board does a good job of holding

management accountable.• Board not overly involved in day-to-day

operations, as per 96% of Board members. – BUT less than 70% of management agreed.

• 20% report Board simply acts as a “rubber stamp” for management.

Page 66: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

OAG SURVEY COMMENTS“CEO sets the tone for everything. It seems there are no conflicts/decisions challenged...only once I saw this... I feel like we are all rubber stamps.”

“Board members need to be more assertive with respect to senior management, or the Board will continue to be ineffective.”

“CEO influences the Board too much. The CEO and management team seem to have pre‐conceived strategies and do not like/feel uncomfortable with challenges or questions from the Board.”

Page 67: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

CONCLUDING CONCLUDING THOUGHTSTHOUGHTS

Page 68: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

Concluding Thoughts• Pay attention to the “team” – spend the time

to improve group dynamics– Use board evaluations ask questions about teamwork – Tools useful in improving interactions and contributions

• Need all members to contribute and actively participate.

• Remember the “human” factor – not just of Board members, but of management team. – Ensure respect and never denigrate relationships.

Page 69: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

DISCUSSION DISCUSSION Questions / Comments???Questions / Comments???

Page 70: Tools to Improve Communication, Participation & Interaction · 2018-03-16 · Tools to Improve Communication, Participation & Interaction Sheryl Feller Board Chair, ... – Each member

THANK YOU !!

This presentation&

Details of upcoming QNET events at:

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