Effective Board Effective Board Management RelationsManagement Relations

ObjectiveObjective

To explore how the Board and management canTo explore how the Board and management can

build trust and maintain effective relationshipsbuild trust and maintain effective relationships

in order to fulfill the organization’s mandate.in order to fulfill the organization’s mandate.

Effective Relations Demand Effective Relations Demand Clear Understanding of Clear Understanding of Roles and ResponsibilitiesRoles and Responsibilities

Governance StructureGovernance Structure

BC Society ActBC Society ActBC Society ActBC Society Act

StaffStaffStaffStaff

Board ofBoard ofDirectorsDirectors

Board ofBoard ofDirectorsDirectors

CommitteesCommitteesCommitteesCommittees

CEOCEOCEOCEO

Sr. MgmtSr. MgmtSr. MgmtSr. Mgmt

MembersMembersMembersMembers

The CEO is theThe CEO is thesingle point leadersingle point leader

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ChairChairChairChair

Standard of CareStandard of Care

A director shall A director shall exercise the care, diligence and skill of a exercise the care, diligence and skill of a

reasonably prudent person in exercising his reasonably prudent person in exercising his powers and performing his functions as a powers and performing his functions as a director.director.

act honestly and in good faith and in the best act honestly and in good faith and in the best interests of the corporation. interests of the corporation.

BC Society Act, BC Society Act, Section 25Section 25 Common lawCommon law

The Board’s The Board’s ResponsibilitiesResponsibilities

LeadershipLeadership

Setting strategicSetting strategicdirectiondirectionFormulating policyFormulating policy

OversightOversight

Recruiting, monitoringRecruiting, monitoringand evaluating Presidentand evaluating President

MeasurementMeasurementMeasuring corporateMeasuring corporateperformance and accounting performance and accounting to stakeholdersto stakeholders

StewardshipStewardshipMonitoring conduct of businessMonitoring conduct of business

Safeguarding resourcesSafeguarding resources

Management’s Management’s ResponsibilitiesResponsibilities

Provides leadership to the Board in shaping Provides leadership to the Board in shaping the vision, mission and priorities.the vision, mission and priorities.

Manages operational activities Manages operational activities

Implements strategic planImplements strategic plan

Prepares and manages approved budgetPrepares and manages approved budget

Provides quality material for informed Provides quality material for informed decision-making and monitoringdecision-making and monitoring

Communicates openly and clearlyCommunicates openly and clearly

Types of BoardsTypes of Boards

Hands-onHands-onBoardBoard

AdministrativeAdministrativeBoardBoard

Management-Management-Policy BoardPolicy Board

PolicyPolicyBoardBoard

Decision MatrixDecision Matrix

Work together to create a governance Work together to create a governance matrix that clearly delineates who is matrix that clearly delineates who is responsible—the Board or the CEO — or responsible—the Board or the CEO — or whether the responsibility is shared.whether the responsibility is shared.

BoardBoardGovernanceGovernance

PoliciesPolicies

Terms ofTerms ofReferenceReference

CommitteeCommitteeStructureStructure

MonitoringMonitoringSchedulesSchedules

Code ofCode ofConduct &Conduct &Conflict ofConflict of

InterestInterest

CEOCEOPerformancePerformanceEvaluationEvaluation

BoardBoardEducation &Education &SuccessionSuccession

PlanningPlanning

Board &Board &CommitteeCommitteeEvaluationEvaluation

““When you plant a seed, you don’t dig When you plant a seed, you don’t dig it up every week to see how it is it up every week to see how it is doing.”doing.”

William CoyneWilliam Coyne Former EVP, 3MFormer EVP, 3M

Effective Board Effective Board Management Relations Management Relations Benefit from Clear Benefit from Clear Behavioural ExpectationsBehavioural Expectations

Reasonable CEO Reasonable CEO ExpectationsExpectations

CEO

Clear performance expectations and a fair evaluation process

Knowledge of industryand organization

Regular attendance

Adequate preparation

Ambassadors

Commitment to speakwith one voice

Commitment to being adding value

Commitment to teamwork

Advice and support

Reasonable Board Reasonable Board ExpectationsExpectations

Ethical conductEthical conduct

Regular and open communicationRegular and open communication

No surprisesNo surprises

High quality information for informed High quality information for informed decision makingdecision making

Effective Board Effective Board Management Relations Management Relations Depends on Effective Depends on Effective Problem ResolutionProblem Resolution

The Goal is ConsensusThe Goal is Consensus

General agreement on issueGeneral agreement on issue

Public support by all directorsPublic support by all directors

BeliefsBeliefsValuesValues

BackgroundBackgroundExperiencesExperiences

Learning StyleLearning StylePersonal StylePersonal Style

BeliefsBeliefsValuesValues

BackgroundBackgroundExperiencesExperiences

Personal StylePersonal StyleLearning StyleLearning Style

The Human Factor The Human Factor

The Consensus The Consensus ConundrumConundrum

Everyone sees the world from the Everyone sees the world from the bell tower of their own village.bell tower of their own village.

Russian ProverbRussian Proverb

Words of WisdomWords of Wisdom

Everyone has a bit of the truth.Everyone has a bit of the truth.

The CEO’s ResponsibilityThe CEO’s Responsibility

Clear, objective Clear, objective communication of factual communication of factual information, analysis,information, analysis,conclusions and conclusions and recommendations.recommendations.

The Chair’s ResponsibilityThe Chair’s Responsibility

Ensures the decision-making processEnsures the decision-making process

Offers relevant informationOffers relevant information

Clarifies viewsClarifies views

Defines common groundDefines common ground

Suggests optionsSuggests options

Works behind the scenesWorks behind the scenes

Each Director’s Each Director’s ResponsibilityResponsibility

Reasoned, independent positionsReasoned, independent positions

Open and candid dialogueOpen and candid dialogue

Critical and creative thinkingCritical and creative thinking

Judgment in best interestJudgment in best interest

Commitment to reach closureCommitment to reach closure

When There is No When There is No ConsensusConsensus

Continue discussionContinue discussion

Table itemTable item

Refer item to a committee or staffRefer item to a committee or staff

Vote to have issue decided by ChairVote to have issue decided by Chair

“Good fences make good neighbors.”

Robert Frost, Mending Wall