Governance That TransformsSession One: Empowering Boards

Paul Magnus, PhD

The Current Status of Governance

and Board Governance

Your Stories of Best and Worst

Board Experiences

Literature Reflections on Board Governance Problems

• Boards are gatherings of effective people who become ineffective when gathered as a board.

• Boards are an endurance test and a necessary evil.• Confusion of expectations• Micromanagement at its worst or disengagement at its

best• The third layer of approval process for weary

proposals and leaders• Trivial conversations that the spouses have come

to despise even more than the participants

Literature Reflections on Board Governance Problems

• Inconsistent decision making• Decisions do not flow from strategic ends or value

base• Adverse staff interference• Too many agenda items, proposals, and participants• Unclear lines of authority• Ineffective and inefficient • Inappropriate agenda

The Emergence of the Science and Art of Governance and Board Governance

• Attitudes toward authority (deference to discernment) and the implications

• Corporate and ministry failures and the implications for governance

The Emergence of the Science and Art of Governance and Board Governance

• Emergence of models and paradigms of governance– James Gillies (business)– John Carver (health /medical world)– Les Stahlke (ministry and church)

The Emergence of the Science and Art of Governance and Board Governance

• Emergence of models and paradigms of governance– Aubrey Malphurs (church)– Jim Brown (all boards)– Mine (integrated model)– Yours

The Emerging Concept of Governance

Governance

Governance is best described as the process by which two or more individuals arrive at a decision that affects an enterprise, organization, ministry, etc. It is essential that there is alignment to produce clarity and effectiveness in the flow of: – Relationships– Communication– Responsibility– Authority– Accountability

Board Governance

Board governance is best described as the gathering of two or more wise, capable leaders who have been entrusted with the role, authority and relationships to use their power to direct the affairs of the organization, ministry, or enterprise.

Policy Board Governance

Policy governance is a term given to a set of practices in which the decision units of any organization or organism or movement governs in accord with written and enduring values that become the basis for decisions until these values/policies are altered.

Best Practice Board Governance

Best Practice Board Governance exists where there is clarity of alignment of roles, relationships, authority, accountability, and there is a smooth flow of communication and the process of decision making in accord with widely owned and cherished values.

The Secret Formula for Organizational Effectiveness

The Contextualization of the Formula to Your Situation

The Contextualization Given Your Unique Organization/ministry Type and History

• For-profit organization and the key factors• Not-for-profit organization and the key factors

The Contextualization Given Your Unique Organization/ministry Type and History

• Church situation and the factors with special attention to the flow of authority– Authority outside the congregation by bishops (Episcopal)

– Authority in the local congregation (Congregational)

– Authority resides in a governing board (elder rule)

– Authority resides in a representative church council (council rule)

– Authority resides in the leader (lead pastor)

– Authority resides in an individual of strong influence from history (patriarch or matriarch)

The Roles Board Governors Serve/ Hats They Wear

• The Director of Primary Values hat and implications • The Governance hat and implications• The Volunteer hat and implications• The Implementation hat and implications

Toward a Set of Principles of

“Great/Imperfect” Governance

DELEGATE, ALIGN and CONNECT the shape and function of the whole and the parts

• Delegate and Align with clarity the flow of authority, responsibility, relationships, and accountability.

DELEGATE, ALIGN and CONNECT the shape and function of the whole and the parts

DELEGATE, ALIGN and CONNECT the shape and function of the whole and the parts

• Delegate and Align to produce group governance at each level.

• Widely communicate the flow.• Respect and value the alignment.

RESPECT, DELIVER and COMMUNICATE your duty and place in the flow as a board

• Respect your place in the flow and respect the moral owners / owners above and the prominent leadership below you.

• Establish communication pathways and links both ways and deliver what you promise.

• Respect the flow with your communication and delivery of action.

PROJECT and MONITOR the strategic direction and impact of the whole

• Whatever the organization, we are about a mission.

• Governance that does not own the mission/purpose of the enterprise is missing the key element of governance.

• Always have S.M.A.R.T ENDS in mind and move most of the MEANS to leadership and expect them to tend those (within empowering limits you set). Defining the ENDS is the most critical board function.

• Establish the key result areas and monitor outcomes.

• Inattention to results is the primary cause of organizational failure, which is ultimately the board's responsibility.

CONNECT, EXPECT, CORRECT, and PROTECT board shape and function

• Agree upon, understand, and comply with the expectations of each other as board members.

• Create chemistry.

• Create and follow a board decision and communication process.

• Become a team and contribute as a dynamic team.

• Protect the “oneness” of the board (committees, individuals, executives, like minded issues).

• Continuously correct straying from good governance in accord with board-set values.

SELECT, NURTURE, REDIRECT, and EJECT prominent leadership

• Boards as a whole need to ensure that there is a match between the person they have lead for them and what they expect at all times.

• Boards as a whole typically have one staff member and need to model with them how they want them to lead their team of staff.

• Boards as a whole need to select someone they entrust with the management of the staff and then they need to trust them with that.

SELECT, NURTURE, REDIRECT, and EJECT prominent leadership

• Boards as a whole need to nurture and care for their key leader(s).

• Boards as a whole need to direct and redirect their prominent leader.

• Boards as a whole need to adjust leadership if the desired organizational values, image, and/or results are compromised.

EXPECT, ENSHRINE, ENTRUST and EMPOWER operational means with clear boundaries

• Establishing clear expectations of the organization and the leader is the foundation.

• Clarity of boundaries within which the outcomes are to be realized and the means used to move there are to be released.

• The expectations need to become published values that endure until altered by the board as a whole.

• Boards need to set empowering boundaries that clarify limits on change of delivery of programs, activities, or any means used.

• Boards need to set these empowering limits to avoid a permission-getting or proposal-driven environment.

INTEGRATE, PUBLISH and LIVE the values as a board

• Integration of organizational responsibilities and relationships

INTEGRATE, PUBLISH and LIVE the values as a board

• Integration of organizational responsibilities and communication of the flow with respect to delegated authority

INTEGRATE, PUBLISH and LIVE the values as a board - in any context

Conclusion

Conclusion

The face of governance has and is changing rapidly, and this is an area of deep need widely distributed in our society. There is a need to be responsible to God, the legal authorities, the moral owners, the board, the prominent leadership, the staff and those who benefit and to have a clear flow and alignment of responsibility, authority, and communication toward maximum results of the ministry or enterprise that is being owned, governed, lead and experienced.

Application

A. Define Your Current Reality

1. Assess the clarity and functionality of your flow of governance.

2. Describe your current flow of responsibility, authority, roles, relationships, communication and accountability.

B. Discover Your Values, Longings

1. What do you love about what is and how it is working?

2. What would you long to see?

C. Dream With Each Other About What Could Be

1. How clear could things be?2. How functional could things be?

D. Determine What Should Be

1. How should clarity be improved?2. How should functionality be improved?

E. Design What You Will Implement

1. Immediate action steps…2. Longer term action steps…