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Transcript of Doug Eadie & Company Doug Eadie & Company Building High-Impact Board-CEO Partnerships .
Doug Eadie & CompanyDoug Eadie & Company
Building High-Impact Board-CEO Partnerships
www.DougEadie.com
Putting Board Standing Committees
To Work As Governing Engines
Produced ByThe Society for Nonprofit
OrganizationsJune 18, 2008
Part 1: Design
Doug Eadie & Company
A Brief Look At Governing Work
Doug Eadie & Company
To play the leading role – in partnership with the CEO and executive managers – in answering 3 critical questions:
Where should your organization be headed/what should it become over the long run?
What is your organization now and in the near- term?How well is your organization
performing: programmatically, financially, administratively?
What Is Governing?
Doug Eadie & Company
Your Board’s Detailed Governing Work Consists
OfJudgments and decisions about concrete governing outcomes/“products”/ documents that flow along 3
streams:
Strategic and operational planning/budget developmentStrategic and operational planning/budget development
Performance OversightPerformance Oversight
External/Stakeholder RelationsExternal/Stakeholder Relations
Doug Eadie & Company
Overview of Committees
Doug Eadie & Company
Well-Designed Standing Committees One Of The
Preeminent Keys To A High-Impact Governing Board
• Divide complex governing work into “chewable chunks”
• Build board members’ governing knowledge and expertise
• Turn board members into satisfied owners of their governing work
Doug Eadie & Company
Benefits Of Well Designed Standing Committees
(continued)
• Ensure thorough preparation for board meetings
• Serve as vehicles for ongoing fine-tuning of the board’s governing work
• Provide a forum for in-depth, less formal board-staff interaction
Doug Eadie & Company
Two Primary Roles Of Standing Committees:
• Preparing for board meetings: action recommendations and informational reports
• Working with the CEO and executive team members in thinking through how board members should be involved in key processes, such as strategic and operational planning, budget development, and performance monitoring
Doug Eadie & Company
Committee Design
Doug Eadie & Company
Well-Designed Standing Committees
• Correspond to the major streams of decisions and judgments that make up your board’s governing work (form follows function)
• Are NOT tied to narrow programmatic or administrative silos, such as: Education and certification Conferences and meetings Counseling Buildings and grounds Personnel
Doug Eadie & Company
Dysfunctional Silo Structure
BoardBoard
Staff Staff
Programs/Administrative FunctionsDoug Eadie & Company
Board Governing StreamsBoard Governing Streams
Planning StreamPlanning Stream
Performance Monitoring StreamPerformance Monitoring Stream
External/Stakeholder Relations StreamExternal/Stakeholder Relations Stream
Programs/Administrative FunctionsDoug Eadie & Company
Well-Designed Structure
External/MemberRelations
Board
Performance Oversight/Monitorin
g
Planning and Development
Governance(Board
Operations)
Model Committee Structure
Doug Eadie & Company
Committee Functions:
Governance/Board Operations
Doug Eadie & Company
Governance/Board Operations Committee
Headed by the board chair and consisting of the chairs of the other standing committees, the CEO, and perhaps one or more board officers (e.g., vice chair, secretary/treasurer)
Does not function as a “petite board” that screens the work of the other standing committees
Doug Eadie & Company
Governance/Board Operations Committee
• Responsible for: Ensuring that the board functions
effectively as a governing body Coordinating the other standing
committees Preparing the board agenda Setting board performance standards
and monitoring board performance Evaluating CEO performance Recommending bylaws revisions
Doug Eadie & Company
Committee Functions:
Planning
Doug Eadie & Company
Planning Committee
• Reaches agreement with the CEO on the nature and timing of board involvement in the strategic and operational planning/budgeting processes
• Coordinates board involvement in planning
• Works with the CEO in fine-tuning board involvement in planning based on an assessment of the effectiveness of such involvement
Doug Eadie & Company
Planning Committee
• Reviews and recommends to the board key planning “products” such as an updated vision statement, strategic goals, and the annual budget
• Determines the agenda of - and hosts - special board planning work sessions, such as an annual strategic planning retreat or a budget work session
• Oversees follow-up to such board planning sessions
Doug Eadie & Company
Committee Functions:
Performance Monitoring
Doug Eadie & Company
Performance Monitoring Committee
• Reaches agreement with the CEO on the content and format of programmatic, financial and administrative performance reports that will be reviewed by the committee
• Establishes guidelines for reviewing performance reports
• Briefs the full board on organizational performance, highlighting significant shortfalls and problems deserving board attention
Doug Eadie & Company
Performance Monitoring Committee
• Reviews and recommends board action on operational policies recommended by the CEO
• Often serves as the audit committee, in this capacity reviewing the audit report and reaching agreement with the CEO on corrective actions that need to be taken in response to the report
Doug Eadie & Company
Committee Functions:
External Relations
Doug Eadie & Company
External Relations Committee
• Ensures that the organization has a clear, detailed, regularly updated image statement describing how the organization needs to be seen in order to carry out its mission effectively
• Oversees the formulation of external relations strategies and programs to promote the image
• Oversees the formulation of strategies for building and maintaining productive working relationships with key stakeholders
Doug Eadie & Company
External Relations Committee
• Ensures that board members are appropriately involved in the external relations arena, for example through speaking in important forums and representing the organization in key stakeholder meetings
• Recommends positions on legislative issues to the board
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Part 2: Implementation
Doug Eadie & Company
Common Start-Up Challenges • Inadequate understanding of committee
functions on the part of both board and staff members
• Weak ownership of the new committees
• Lingering attachment to the prior structure
• Feelings of awkwardness and discomfortDoug Eadie & Company
Common Start-Up Challenges (continued)
• Centrifugal force (strong committee chairs getting ahead of staff and going their own way)
• The inexorable press of events: “The train is running!”
Doug Eadie & Company
4 Keys To Firmly Establishing Committees
Adopt formal committee guidelines by resolution
Utilize an ad hoc implementation program Choose the right initial committee chairs
Put a strong executive support structure/process in place
Doug Eadie & Company
Key 1:Formal Committee
Guidelines
Guidelines To Ensure Committee Success
• All board members serve on 1 and only 1 committee (except committee chairs, who serve on the governance/board operations committee)
• All agenda items going to the board – for information and action – go through the standing committees
Doug Eadie & Company
Guidelines To Ensure Committee Success
(continued)
• All reports at board meetings are made by committee chairs and members
• The board agenda is organized by committees
• Committee chairs and members are regularly rotated to ensure wide board member ownership and diverse experience
Doug Eadie & Company
Guidelines To Ensure Committee Success
(continued)• Board member involvement in non-board
technical advisory committees (e.g., education, certification, annual meeting) is avoided, even as liaisons with the board’s standing committees
• Subcommittees of the board standing committees are discouraged during first year or so
Doug Eadie & Company
Key 2:Ad Hoc
Implementation Program
High-Impact Governing Program
• An ad hoc mechanism for overseeing the process of establishing the new board standing committees
• Ensures adequate attention to implementation details
• Led by a Steering Committee consisting of board members and the CEO
• Phases out when the committees are fully functional
Doug Eadie & Company
Program Steering Committee Responsible
For:• Adopting an implementation plan and
schedule, dealing with such matters as:
Bylaws revisions required to put committees in place
Selection of initial chairs and members of committees
Orientation of committees Phasing out of prior committees (and/or
disengagement of board members from non-board committees)
Communication with board members, staff, and constituents Doug Eadie & Company
Program Steering Committee Responsible
For (continued):
• Monitoring implementation
• Resolving implementation issues as they occur
• Revising the implementation plan as necessary
Doug Eadie & Company
Key 3:Right Committee
Chairs
Desirable Attributes Of Initial Committee Chairs
• Command the respect of board colleagues
• Committed to high-impact governing
• Able and willing to commit the time to committee leadership
• Understand – and agree with – the committee role and functionsDoug Eadie & Company
Desirable Attributes Of Initial Committee Chairs
(continued)• Receptive to strong support from – and
close collaboration with – the CEO and Chief Staff Liaisons
• Effective at leading, facilitating, communicating
• Collaborative/a team player
• Representative (not “birds of a feather”) Doug Eadie & Company
Key 4:Executive Support Structure/Process
Key Elements of Executive Support Process
• The CEO plays an active leadership role
• The CEO designates a senior executive to serve as Chief Staff Liaison to each standing committee
• The executive/senior management team dedicates a regular (usually monthly) meeting to committee/board matters:
Doug Eadie & Company
CEO Leadership Role• Devotes significant time to hands-on, visible
leadership of the committee implementation process
• Meets regularly with the Chief Staff Liaisons
• Chairs the executive/senior management team meetings dedicated to committee preparation
• Attends all committee meetings – at least for the first year of committee operations
Doug Eadie & Company
Chief Staff Liaison Role • Accountable to the CEO, committee
chair, and executive/senior management team for ensuring committee effectiveness
• Responsible for:
Developing future committee agendas
Ensuring that high-quality materials are prepared in a timely fashion for committee meetings
Doug Eadie & Company
Chief Staff Liaison Role (continued)
Reviewing committee agendas and materials with the CEO, committee chair, and executive/senior management team
Making sure that committee chairs are well-prepared to lead committee meetings and to report at board meetings
Ensuring follow-up to committee meetings, including drafting the committee report to the board
Doug Eadie & Company
Dedicated Executive/Senior
Management Team Meeting
• Chaired by the CEO
• Prepared for – and led - by Chief Staff Liaisons
• Deals with:
Review of upcoming committee agendas and materials being sent to the committees
Allocation of staff time to preparation for committee and full board meetingsDoug Eadie & Company