GOOD GOVERNANCE: Process and People · 2011. 8. 23. · CLEAR 2011 Annual Educational Conference...

CLEAR 2011 Annual Educational ConferenceGOOD GOVERNANCE: Process and People

September 8-10

Pittsburgh, Pennsylvania 1

Presenters:

Promoting Regulatory Excellence

Caroline MacIsaac, Vice-President, Regulation DynamicsCathi Mietkiewicz, Lawyer,Fasken Martineau Dumoulin LLP

GOOD GOVERNANCE:Process and People

PERSPECTIVE

PRESIDENT

• Board/Council

• Policy DecisionMaking

REGISTRAR/ED

• Administration

• Staff

• PolicyImplementation

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WELCOME TO THE BOARDMEETING

We have lots of exciting material to get to…

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September 8-10


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Define Governance

• Harvard

• Roberts Rules

• Carver

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governancenoun

• the act or activity of looking after and making decisionsabout something <while a financial advisor can behelpful, the governance of your family financesultimately rests with you>

• Synonyms administration, care, charge, control,direction, government, guidance, supervision, handling,management, operations, oversight, regulation,stewardship

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September 8-10


“Building a culture of integrity in today’scomplex business world demands highgovernance standards in every area of ouroperations. GE’s commitment to fullcompliance is backed by an independentand fully informed board, comprehensiveprocesses, policies, communications andextensive training.”

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IOGInstitute on Governance

Board & Organizational Governance

• Board governance is a deciding component oforganizational effectiveness and a crucial partof the functioning life of non-profit and publicsector organizations.

• Good governance ensures objectives arerealized, resources are well managed, and theinterests of stakeholders are protected andreflected in key decisions.

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Governance in the EUa white paper

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• Referring to the exercise of power overall, the term "governance", in bothcorporate and State contexts, embraces action by executive bodies,assemblies (e.g. national parliaments) and judicial bodies (e.g. nationalcourts and tribunals).• According to the political scientist Roderick Rhodes, the concept ofgovernance is currently used in contemporary social sciences with at least sixdifferent meanings: the minimal State, corporate governance, new publicmanagement, good governance, social-cybernetic systems and self-organisednetworks 1.• The European Commission established its own concept of governance inthe White Paper on European Governance, in which the term "Europeangovernance" refers to the rules, processes and behaviour that affect the wayin which powers are exercised at European level, particularly as regardsopenness, participation, accountability, effectiveness and coherence. TheWhite Paper is about the way in which the Union uses the powers given to itby its citizens.


September 8-10


DIFFERENT MODELS

For different groups

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Details…Details…

A New way of looking atGovernance

• People (Human Resources)

• Governance (OrganizationalEffectiveness)

• Stated Goals (Strategic Planning)

• Leadership (Stewardship)

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September 8-10


The Shift

HumanResources

StrategicPlanning

Leadership

Governance

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People

Human Resources

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Know the Personalities

Task RolesInitiator

Opinion Giver

Elaborator

Clarifier

Process RolesTension-Reliever

Compromiser

Harmonizer

Gate-keeper

Blocking RolesAggressor

Negator

Blocker

Withdrawer

Blocking Roles (yes thereare lots)

Recognition seeker

Topic-jumper

Joker

Devil’s advocate(Hunter, Bailey & Taylor, 1995)


September 8-10


Stated Goals

Strategic Planning

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Strategic Planning

• Strategic planning is an organization’s process ofdefining its strategy, or direction, and makingdecisions on allocating its resources to pursuethis strategy, including finances and humanresources

• Strategic planning is the formal consideration ofan organization's future course

Strategy

• Military commanders and theorists throughouthistory have formulated what they considered tobe the most important strategic and tacticalprinciples of war. Napoleon for example, had115 such principles.

• The Confederate general Nathan BedfordForrest had but one: "Get there first with themost men.“


September 8-10


Stewardship

Leadership

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• One of the most common mistakes players make is totry an idea independent of the circumstances, from anarrow point of view. Of course it's daunting to look fromother or wider perspectives. There are so many changingrelationships to monitor.

• Science provides proof. Recent studies have documenteda common sense observation that anyone can make bywatching a [chess] player's eyes. Beginners aregenerally restricted to their side of the board.Practiced players typically inspect both sides.

Organizational Effectiveness

Governance

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September 8-10


What do we want to Achieve?

• Fairness

• Accountability

• Public safety

• Membership engagement

• Efficient and Timely

• Responsive

• Increased Awareness of theCollege/Board and its Role

SO WHAT?

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Potential Landmines

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September 8-10


TOP 5 TROUBLE SPOTS

David Letterman style

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NUMBER 1

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NUMBER 2

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September 8-10


NUMBER 3

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NUMBER 4

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NUMBER 5

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September 8-10


Outcomes

Results: What do we want to achieve?

Roles: Who does What?

Rules: What are the Rules?

RULES

Bylaws and governance policies in place sothe Board/College is managed efficientlyand effectively

External legislation/case law must informgovernance of Board

ROLES

There is clarity, understanding andagreement on roles, so that Council,committees, Registrar/Exec Director andstaff can work together to achieve thestated goals

There is clarity, understanding andagreement on roles of others - legal counsel,members, external agencies


September 8-10


Fiduciary Duty

Board Members have the duty to acthonestly, in good faith and with a view tobest interests of the Board

– Duty of loyalty

– Avoidance of conflict of interest

– Confidentiality obligations

Standard of Care

• Different circumstances lead to differentexpectations

• When exercising judgment

– informed

– reasonable care

– reliance on experts

Board Member Liability

General Rule: Board Members are notpersonally liable for torts, debts and otherobligations of the Board


September 8-10


RESULTS

Effective and efficient regulation of theprofession and governance of theBoard/College, so that the public receivesquality and safe services

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Checklist for Good Governance

• Provide Orientation and OngoingEducation/Training

• Retain Experts

• Communicate the importance of:

– Abiding by Board Decisions

– Full Participation

– Informed Decision Making

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Speaker Contact Information

Caroline MacIsaac

Vice President

Regulation DynamicsConsulting Services for Regulators

Toronto, Ontario,Canada

[email protected]

Cathi Mietkiewicz

Health & CorporateLawyer

Fasken MartineauDumoulin LLP

Toronto, Ontario,Canada

[email protected]

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GOOD GOVERNANCE: Process and People · 2011. 8. 23. · CLEAR 2011 Annual Educational Conference...

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