The CEO s Role in Board Governance Presented by: BoardSource Vernetta Walker, Chief Governance Officer
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1 The CEO s Role in Board Governance Presented by: BoardSource Vernetta Walker, Chief Governance Officer
2 Today s Objectives Learn essential components for developing a constructive partnership with the board of directors Identify strategies for effective board engagement
3 Agenda 1. Creating Space for the Board to be the Board 2. Unlocking the Board s Unique Value 3. Focusing on What Matters Most 2015 Summer Leadership Institute
4 Silent Start Ideally... What is the highest and best use of your board of directors?
5 1. Creating Space for the Board to be the Board
6 Constructive Partnership Exceptional boards govern in constructive partnership with the chief executive, recognizing that the effectiveness of the board and chief executive are interdependent.
7 Why Leadership Teams Stumble Unclear Understanding of Responsibilities Lack of Focus on Critical Issues Lack of Effective Leadership Lack of Communications Lack of Accountability Lack of Explicit Goals Lack of Engagement Imbalance of Power Lack of Courage
8 Distinct Roles The Board governs the life of the organization Has ultimate responsibility Is accountable to the public trust The Chief Executive manages the affairs of the organization Has immediate responsibility Is accountable to the board
9 Chief Executive and Board What should the board expect from the CEO? What should the CEO expect from the board?
10 Board Expectations Strategic information that will assist the board in its governance roles Proposals for policy changes Identification of issues that need board attention No surprises
11 CEO Expectations Timely and clear decisions Directors who are informed, prepared, and ask questions Mutual accountability No micro-managing A board that speaks with one voice
12 Partnership Challenges Gender Age Ethnic, cultural, religious background Tenure of chief executive Personality type Assertiveness or lack thereof Degree of confidence in oneself and in the other person Fear of making waves or hurting feelings Feeling overwhelmed Feeling uncertain or intimidated
13 Peer to Peer 1. How do you empower your board? 2. How much time are you willing to invest in the relationship?
14 Communication Sharing of accurate, relevant information Be open and honest Check to ensure accurate understanding Listen to each other s ideas and concerns Clarify mutual expectations Mutual support Responsiveness Appreciation
15 2. Unlocking Your Board s Unique Value
16 CEO Engagement Governance as Leadership CEO Is Displacing Board CEO Is In Constructive Partnership with Board GOVERNANCE AS OBSERVATION GOVERNANCE AS LEADERSHIP CEO Is Going through the Motions with Board CEO Is Displaced by Board GOVERNANCE AS ATTENDANCE GOVERNANCE AS MICROMANAGEMENT Board Engagement
17 Opportunity for Generative Work Strategic Generative Fiduciary Framing Thinking Planning Inquiry Oversight Time Sense Direction Execution A problem well-stated is a problem half-solved. Charles Kettering (inventor and head of research for GM )
18 Type 1 Fiduciary Type II Strategic Type III Generative Board provides Oversight Foresight Insight Board s core work Ensure accountability Shape strategy; review performance Reconcile value propositions; discern and frame adaptive issues; think collectively; make sense of circumstances Board s source of power Formal authority Expertise Ideas Key question What s wrong? What s the plan? What s the key question? Problems are to be Spotted Solved Framed
19 Infuse Meetings with Catalytic Questions 1. What is the biggest gap between what we claim we are and what our actual performance says about what we are? 2. What are the top 2-3 strategic issues facing us in the next 18 months? 3. What do you hope will be most strikingly different in five years? 4. Five years from today, what will our key constituents consider the most important legacy of the current board? Our chapter?
20 Foster a Genuine Culture of Inquiry 1. Is there a two-way appreciation of challenging questions? 2. Are different formats used for board meetings, such as small group discussions, facilitated sessions, or outside speakers, to help the board address important issues?
21 3. Focus on What Matters Most
22 Intentional Practices Careful Framing of Questions Annual Imperatives Built-In Educational Time Consent Agenda Dashboards Board Retreats Focused Pre-Readings/Reports Chair keeps board on task
23 Engagement Architecture How would you design the perfect meeting?
24 The Payoff Empower the board. Engage the collective mind. Exploit board s talents. Enriche board s work. Enhance performance of board and your organization.
25 A good board is a victory not a gift. - Cyril O. Houle, Governing Boards
26 A-ha Moments
27 BoardSource th Street, NW Suite 650 Washington, DC Phone (202) Web site:
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