Effective Board Management Relations

1. Effective Board Management Relations

2. Objective To explore how the Board and management can build trust and maintain effective relationships in order to fulfill the organization’s mandate.

3. It's all about trust

4. Effective Relations Demand Clear Understanding of Roles and Responsibilities

5. Governance Structure BC Society Act Members Board of Directors RESPONSIBILITY Committees Chair ACCOUNTABILITY The CEO is thesingle point leader CEO Sr. Mgmt Staff

6. Standard of Care • A director shall • exercise the care, diligence and skill of a reasonably prudent person in exercising his powers and performing his functions as a director. • act honestly and in good faith and in the best interests of the corporation. BC Society Act, Section 25 Common law

7. The buck stops with the board

8. Leadership Oversight Recruiting, monitoring and evaluating President Setting strategic direction Formulating policy Measurement Measuring corporateperformance and accounting to stakeholders The Board’s Responsibilities Stewardship Monitoring conduct of business Safeguarding resources

9. Management’s Responsibilities • Provides leadership to the Board in shaping the vision, mission and priorities. • Manages operational activities • Implements strategic plan • Prepares and manages approved budget • Provides quality material for informed decision-making and monitoring • Communicates openly and clearly

10. Types of Boards Hands-on Board Management- Policy Board Administrative Board Policy Board

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

12. Code of Conduct & Conflict of Interest Terms of Reference Board Governance Policies Committee Structure Board Education & Succession Planning CEO Performance Evaluation Board & Committee Evaluation Monitoring Schedules

13. “When you plant a seed, you don’t dig it up every week to see how it is doing.” William Coyne Former EVP, 3M

14. Effective Board Management Relations Benefit from Clear Behavioural Expectations

15. Knowledge of industryand organization Commitment to speakwith one voice Commitment to being adding value Regular attendance Adequate preparation Commitment to teamwork Ambassadors Advice and support Reasonable CEO Expectations CEO Clear performance expectations and a fair evaluation process

16. Reasonable Board Expectations • Ethical conduct • Regular and open communication • No surprises • High quality information for informed decision making

17. Effective Board Management Relations Depends on Effective Problem Resolution

18. The Goal is Consensus • General agreement on issue • Public support by all directors

19. The Human Factor Beliefs Values Background Experiences Learning Style Personal Style Beliefs Values Background Experiences Personal Style Learning Style

20. The Consensus Conundrum Everyone sees the world from the bell tower of their own village. Russian Proverb

21. Words of Wisdom Everyone has a bit of the truth.

22. The CEO’s Responsibility Clear, objective communication of factual information, analysis, conclusions and recommendations.

23. The Chair’s Responsibility • Ensures the decision-making process • Offers relevant information • Clarifies views • Defines common ground • Suggests options • Works behind the scenes

24. Each Director’s Responsibility • Reasoned, independent positions • Open and candid dialogue • Critical and creative thinking • Judgment in best interest • Commitment to reach closure

25. When There is No Consensus • Continue discussion • Table item • Refer item to a committee or staff • Vote to have issue decided by Chair

26. “Good fences make good neighbors.” Robert Frost, Mending Wall