1. Presented & Facilitated by: Susan Meier V.P. Training and Consulting – BoardSource & Michael G. Daigneault, Esq. Senior Governance Consulting – BoardSource Deliberating Differently: How Can Boards Make Better Decisions?
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7. THE SOURCE 12 Dysfunctional Functional Responsible Exceptional
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10. Generative Fiduciary Strategic Governance as Leadership The Governance Triangle Note : A “culture of inquiry” cuts across all three
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27. Select data Interpret data Reach conclusions Mental Maps Pool of all possible data Take action Mental Map / Deeply Held Belief
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35. It was great… Thanks! Thank you… Let us know how BoardSource can help you! BoardSource 1828 L Street, N.W. Suite 900 Washington, DC 20036 Phone: 202-452-6262 Fax: 202-452-6299 www.boardsource.org
Notas do Editor
If a board were to become an “exceptional” board what might the benefits be?
Example: A children’s museum in the east that provides educational services to low income children exemplifies the constructive partnership between a very strong, knowledgeable, open CEO and a very diverse, independent-minded board, both of whom are committed to airing and understanding diverse points of view and investing the time to build consensus. The board composition is extremely diverse, with a mix of social, economic, ethnic backgrounds, gender, and businesspeople and community activists. Board members are deeply committed, putting in long hours to grapple with difficult issues, collaborative. The CEO believes in a strong board, and approaches them with candor, honesty, frankness of conversation. They have an extraordinary partnership as a result. Independent minds work hard at coming to agreement, covering all issues, making sure that all points of view are heard. Provided by Fred Miller Engage and energize their members Expose full range of opinions Make better decisions Own and support their decisions Mutual respect, trust Actively-managed group dynamics Openness to questions, challenges, and differences of opinion Multiple sources of information Members work well with each other Receive and review materials in advance Convene well-organized meetings Focus meetings on fiduciary duties Exceptional Boards = The Source of Power x Responsible Boards
These principles come together to creating the Governance as Leadership approach. The three types of governance, all created equal, form a system that can help to realize full value of the board’s collective time and talents. (An alternate graphic here might be a three legged stool to get across the idea that governance isn’t complete or is out of balance if all three governance modes aren’t in operation .)
(Note: I got rid of the “Type I”, “Type II” and “Type III” labeling) Fiduciary is the traditional oversight role Focused on protecting and maximizing tangible assets Using these assets to advance the mission Maintaining legal and ethical behavior – duties of care, loyalty, and obedience “this is the bedrock of governance – the fiduciary work intended to ensure that nonprofit organizations are faithful to mission, accountable for performance, and compliant with relevant laws and regulations….If a board fails as fiduciaries, the organization could be irreparably tarnished or even destroyed.” pg 8 The “what” is being accomplished questions… GROUP QUESTION: What are some examples of when you are doing “Fiduciary Work” as a board from past agendas?
Examples of good facilitation styles, BUT the emphasis is that these would occur in regular board meetings and not just “retreat-setting”, so leadership needs to have improved facilitation skills and be willing to take some risks Also, more small group breakouts are applicable… “…curb the dysfunctional politeness and ‘groupthink’ that chill generative thinking. Groupthink theory holds that unless one trustee raises doubts, no trustees raise doubts.”
Shifts From conformance to performance and from inside to outside the org Not “Are we doing things right?” but “Are we doing the right things?” Mostly “How-to” questions “Without (Strategic), governance would have little power or influence. If the board neglects strategy, the organization could become ineffective or irrelevant.” pg 8 Fuzzy Line in the Sand At the intersection of the nonprofit and for-profit worlds/mindsets – Biz folks may think this way more intuitively than NP staff on the front lines of direct service delivery PLUS, directors selectively assist with implementation (e.g., fundraising, advocacy) – Place where board and staff can/should work together best, where they bring complementary skills and perspectives Glitch Problem has been that NP leaders mistake business planning for strategic planning and treat it as an oversight function Tend to focus on the technical aspects – Is that feasible? Beginning to look at it through competitive lens – Customer focus, comparative advantage, core competency GROUP QUESTION: What are some examples when your board has been in this strategic mode in past board meetings? Or, Declare some future success and ask participants to complete: “this priority would not have been achieved if the board had not ____.”
Strategic THINKING not PLANNING (this shift takes care of strategic planning “disillusionment”, moves away from the once every three years, whether we need it or not, episodic event Draws on insight, intuition, and improvisation Mantra of the day is BHAGs (big hairy audacious goals) – BHAGs are hard for CEOs wedded to status quo/biz as usual Takes some distance from the day-to-day routine We have a lot of history with this area recently – To make this leap, form needs to follow function Structures Committees should not mirror org depts/functions but rather strategic imperatives Use ad hoc task forces and advisory councils not standing committees Meetings Restructure to make sure you “put the red meat on the boardroom table” Look at agendas and see if you can correctly deduce the org’s priorities Communication and Information Board members need to ask good questions, not give good answers To do that, they need good information and context– from experts, constituents, etc. in- and outside the org PLUS, directors selectively assist with implementation (e.g., fundraising, advocacy)
Definition It’s what comes first – It generates the other important decisions about mission and strategy, problem-solving and decision-making. “Generative thinking is where goal-setting and direction-setting originate.” pg 89 A different “mental map depicts the expressive aspects of organizations, where people are concerned not with productivity or logic alone, but also with values, judgments, and insights.” pg 30 “… generative thinking produces a sense of what knowledge, information, an data mean.” pg 84 Generative Work can be defined as any discussion or activity that intends to make sense of the organization, or any part of the organization, or its internal and external environment Happens sometimes in the boardroom – a board member says, “I don’t understand what this means?” or “Can someone help me make sense out of this?” – but, is too easily dismissed if the majority want to be on the strategic or fiduciary page… Or, in the positive – “When you put it that way, it does make sense. Or “When I look at it that way, I do see things in a different light.” What it is and isn’t? Implicit, rather than explicit. Gets to the heart of values and vision. Thoughtful, rather than technical Framing the problem, rather than finding the solution Making sense of knowledge, information, and data, rather than looking for an answer in them Telling a story, not making a case Get whole board involved early in Generative Work– The opportunity to influence generative work declines as issues are framed and converted into strategic options and plans over time.
These are about what is different by overlaying the Generative Work on top of the Fiduciary and Strategic Work…
Principles to Emphasize: Time spent doing Generative work cannot be predetermined or budgeted for Note: Starting with Practices and the next slide these are practical ways that a board can re-organize itself around more generative work… Hypothesis – Standing committees are great for performing Fiduciary work, but have limitations with Strategic/Generative because are locked into a fixed paradigm that they are measuring, Task Forces are great at Strategic work but only after being handed the Generative principles or guidelines from a full board discussion, and Boards could use more small group breakouts during the board meeting to do generative thinking…
On Composition – need people that bring these types of capital instead of the old position audit (i.e., one banker, one real estate agent, etc.)… On Assessment – emphasize that all three modes need to be assessed for board performance…
Barriers to a “Culture of Inquiry” CEO’s perception of the board’s value Format/focus of board materials CEO and Board Chair’s role in meetings Overall board inattentiveness to ideas Lack of engagement Structure of meetings Mental maps “ Group think” Lack of authenticity Bounded awareness
Mental Maps
Exceptional boards embed learning opportunities into routine governance work and cultivate them outside of the boardroom. Board members, especially new ones, need guidance in governance duties, nonprofit practices and the organization’s field of endeavor. Long-time board members also benefit from a regular exchange of information with fellow board members. These continuing education conversations are important ways to pass on knowledge and to nurture board relationships.
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