GEM Governance Summit

1. GEM Governance Summit An Introduction to Governance Models and Practices

2. A Board ≠ A Board Great Variation In GEM Member Pool Boards 7 - 122 Directors Appointed Elected 0 - 8 Committees Manage & Policy Policy Only Size How Directors become Directors Structure Function

3. Is there a ‘right’ and a wrong way of governing? • There is no single ‘right’ way – but there are many wrong ways • Each organization is different – but they have in common: • The basic responsibilities of Boards • Some best practices of governance

4. Today we’ll touch on: • Organizational roles • Basic Board responsibilities • Different models of governance • Best practices for governance

5. 4 Organizational Roles • Ownership: Having the legal or moral right to an organization. The source of the board’s authority to govern. • Governance: Determining and making the policy for the affairs of an organization • Management: Controlling and directing of the affairs of an organization. • Operations: Carrying out the functional activities of an organization.

6. Relationship of Organizational Roles Management is the link between Governance & Operations Ownership   Management  Governance Operations Governance is the link between Ownership & Management

7. 3 Board Roles • Leadership & decision making • Assure accountability • Representation

8. Role: Decision making & leadership • Set organizational direction • Mission • Values and culture • Vision and strategy for the future • Stewardship of Resources • Financial • Risk management • Human Resources

9. Role: Accountability - Here is where the buck stops • Monitor Effectiveness • Board Performance • CEO Performance • Organizational Performance • Communication • Transparency of process & decisions to “owners”

10. Role: Representation • Represents the ‘owners’ • Act in interest of the organization – not self-interest • Sustain the Board • Board orientation • Board and leadership succession

11. Models of Representation • Partnership • Board acts as a team • Directors seen as bringing skills to the organization • May be appointed or be elected by ‘general’ membership • Decisions usually by consensus (even if there are formal votes) • Partnership • Each member organization has a representative • Board often manages & organizes the organization’s activities • Members may negotiates among each other • Decisions typically made by voting • Stakeholder • Stakeholder groups elect representatives • Directors represent a constituency • Board may mediate between interests • Decisions usually by consensus (even if there are formal votes)

12. Models of Decision Making & Leadership: A Continuum Carver Policy Governance Results Orientated Board Traditional Policy Board  involvement in Day to Day Operations LEAST MOST Management Board Operational Board

13. Governance & Management Roles

14. Board & Staff Relationship

15. Board Best Practices • Have clarity • Roles for Board, Committees and CEO • The delegation of authority and accountability • Collaborative and decision making process • Have as few standing committees as possible • Use committees to • ‘grow’ Board members • Increase agility of decision making • Special tasks

16. Board Best Practices • Govern as a group with one voice • Once a decision is made support it • Individual directors have no authority unless clearly delegated by the Board • Act on behalf of the organization as a whole • And if not make self-interest clear

17. Board Best Practices • Set criteria for success • Systematically monitor/evaluate: • Whether criteria for success are being met • Whether programs and services are serving the mission or purpose of the organization

18. Board Best Practices • Pay attention to the organizational culture • Values • Code of ethics • Behavioral expectations

19. Organizational Structure There is no such thing as the one right organization. There are only organizations, each of which has distinct strengths, distinct limitations and specific applications. It is a tool for making people productive in working together. As such, a given organizational structure fits certain tasks in certain conditions and at certain times. Peter F. Drucker