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Doug Eadie & CompanyDoug Eadie & Company

Building High-Impact Board-CEO Partnerships

www.DougEadie.com

Putting Board Standing Committees

To Work As Governing Engines

Produced ByThe Society for Nonprofit

OrganizationsJune 18, 2008

Part 1: Design

Doug Eadie & Company

A Brief Look At Governing Work


To play the leading role – in partnership with the CEO and executive managers – in answering 3 critical questions:

Where should your organization be headed/what should it become over the long run?

What is your organization now and in the near- term?How well is your organization

performing: programmatically, financially, administratively?

What Is Governing?


Your Board’s Detailed Governing Work Consists

OfJudgments and decisions about concrete governing outcomes/“products”/ documents that flow along 3

streams:

Strategic and operational planning/budget developmentStrategic and operational planning/budget development

Performance OversightPerformance Oversight

External/Stakeholder RelationsExternal/Stakeholder Relations


Overview of Committees


Well-Designed Standing Committees One Of The

Preeminent Keys To A High-Impact Governing Board

• Divide complex governing work into “chewable chunks”

• Build board members’ governing knowledge and expertise

• Turn board members into satisfied owners of their governing work


Benefits Of Well Designed Standing Committees

(continued)

• Ensure thorough preparation for board meetings

• Serve as vehicles for ongoing fine-tuning of the board’s governing work

• Provide a forum for in-depth, less formal board-staff interaction


Two Primary Roles Of Standing Committees:

• Preparing for board meetings: action recommendations and informational reports

• Working with the CEO and executive team members in thinking through how board members should be involved in key processes, such as strategic and operational planning, budget development, and performance monitoring


Committee Design


Well-Designed Standing Committees

• Correspond to the major streams of decisions and judgments that make up your board’s governing work (form follows function)

• Are NOT tied to narrow programmatic or administrative silos, such as: Education and certification Conferences and meetings Counseling Buildings and grounds Personnel


Dysfunctional Silo Structure

BoardBoard

Staff Staff

Programs/Administrative FunctionsDoug Eadie & Company

Board Governing StreamsBoard Governing Streams

Planning StreamPlanning Stream

Performance Monitoring StreamPerformance Monitoring Stream

External/Stakeholder Relations StreamExternal/Stakeholder Relations Stream

Programs/Administrative FunctionsDoug Eadie & Company

Well-Designed Structure

External/MemberRelations

Board

Performance Oversight/Monitorin

g

Planning and Development

Governance(Board

Operations)

Model Committee Structure


Committee Functions:

Governance/Board Operations


Governance/Board Operations Committee

Headed by the board chair and consisting of the chairs of the other standing committees, the CEO, and perhaps one or more board officers (e.g., vice chair, secretary/treasurer)

Does not function as a “petite board” that screens the work of the other standing committees


Governance/Board Operations Committee

• Responsible for: Ensuring that the board functions

effectively as a governing body Coordinating the other standing

committees Preparing the board agenda Setting board performance standards

and monitoring board performance Evaluating CEO performance Recommending bylaws revisions



Planning


Planning Committee

• Reaches agreement with the CEO on the nature and timing of board involvement in the strategic and operational planning/budgeting processes

• Coordinates board involvement in planning

• Works with the CEO in fine-tuning board involvement in planning based on an assessment of the effectiveness of such involvement


Planning Committee

• Reviews and recommends to the board key planning “products” such as an updated vision statement, strategic goals, and the annual budget

• Determines the agenda of - and hosts - special board planning work sessions, such as an annual strategic planning retreat or a budget work session

• Oversees follow-up to such board planning sessions



Performance Monitoring


Performance Monitoring Committee

• Reaches agreement with the CEO on the content and format of programmatic, financial and administrative performance reports that will be reviewed by the committee

• Establishes guidelines for reviewing performance reports

• Briefs the full board on organizational performance, highlighting significant shortfalls and problems deserving board attention


Performance Monitoring Committee

• Reviews and recommends board action on operational policies recommended by the CEO

• Often serves as the audit committee, in this capacity reviewing the audit report and reaching agreement with the CEO on corrective actions that need to be taken in response to the report



External Relations


External Relations Committee

• Ensures that the organization has a clear, detailed, regularly updated image statement describing how the organization needs to be seen in order to carry out its mission effectively

• Oversees the formulation of external relations strategies and programs to promote the image

• Oversees the formulation of strategies for building and maintaining productive working relationships with key stakeholders


External Relations Committee

• Ensures that board members are appropriately involved in the external relations arena, for example through speaking in important forums and representing the organization in key stakeholder meetings

• Recommends positions on legislative issues to the board


Part 2: Implementation


Common Start-Up Challenges • Inadequate understanding of committee

functions on the part of both board and staff members

• Weak ownership of the new committees

• Lingering attachment to the prior structure

• Feelings of awkwardness and discomfortDoug Eadie & Company

Common Start-Up Challenges (continued)

• Centrifugal force (strong committee chairs getting ahead of staff and going their own way)

• The inexorable press of events: “The train is running!”


4 Keys To Firmly Establishing Committees

Adopt formal committee guidelines by resolution

Utilize an ad hoc implementation program Choose the right initial committee chairs

Put a strong executive support structure/process in place


Key 1:Formal Committee

Guidelines

Guidelines To Ensure Committee Success

• All board members serve on 1 and only 1 committee (except committee chairs, who serve on the governance/board operations committee)

• All agenda items going to the board – for information and action – go through the standing committees



(continued)

• All reports at board meetings are made by committee chairs and members

• The board agenda is organized by committees

• Committee chairs and members are regularly rotated to ensure wide board member ownership and diverse experience



(continued)• Board member involvement in non-board

technical advisory committees (e.g., education, certification, annual meeting) is avoided, even as liaisons with the board’s standing committees

• Subcommittees of the board standing committees are discouraged during first year or so


Key 2:Ad Hoc

Implementation Program

High-Impact Governing Program

• An ad hoc mechanism for overseeing the process of establishing the new board standing committees

• Ensures adequate attention to implementation details

• Led by a Steering Committee consisting of board members and the CEO

• Phases out when the committees are fully functional


Program Steering Committee Responsible

For:• Adopting an implementation plan and

schedule, dealing with such matters as:

Bylaws revisions required to put committees in place

Selection of initial chairs and members of committees

Orientation of committees Phasing out of prior committees (and/or

disengagement of board members from non-board committees)

Communication with board members, staff, and constituents Doug Eadie & Company

Program Steering Committee Responsible

For (continued):

• Monitoring implementation

• Resolving implementation issues as they occur

• Revising the implementation plan as necessary


Key 3:Right Committee

Chairs

Desirable Attributes Of Initial Committee Chairs

• Command the respect of board colleagues

• Committed to high-impact governing

• Able and willing to commit the time to committee leadership

• Understand – and agree with – the committee role and functionsDoug Eadie & Company

Desirable Attributes Of Initial Committee Chairs

(continued)• Receptive to strong support from – and

close collaboration with – the CEO and Chief Staff Liaisons

• Effective at leading, facilitating, communicating

• Collaborative/a team player

• Representative (not “birds of a feather”) Doug Eadie & Company

Key 4:Executive Support Structure/Process

Key Elements of Executive Support Process

• The CEO plays an active leadership role

• The CEO designates a senior executive to serve as Chief Staff Liaison to each standing committee

• The executive/senior management team dedicates a regular (usually monthly) meeting to committee/board matters:


CEO Leadership Role• Devotes significant time to hands-on, visible

leadership of the committee implementation process

• Meets regularly with the Chief Staff Liaisons

• Chairs the executive/senior management team meetings dedicated to committee preparation

• Attends all committee meetings – at least for the first year of committee operations


Chief Staff Liaison Role • Accountable to the CEO, committee

chair, and executive/senior management team for ensuring committee effectiveness

• Responsible for:

Developing future committee agendas

Ensuring that high-quality materials are prepared in a timely fashion for committee meetings


Chief Staff Liaison Role (continued)

Reviewing committee agendas and materials with the CEO, committee chair, and executive/senior management team

Making sure that committee chairs are well-prepared to lead committee meetings and to report at board meetings

Ensuring follow-up to committee meetings, including drafting the committee report to the board


Dedicated Executive/Senior

Management Team Meeting

• Chaired by the CEO

• Prepared for – and led - by Chief Staff Liaisons

• Deals with:

Review of upcoming committee agendas and materials being sent to the committees

Allocation of staff time to preparation for committee and full board meetingsDoug Eadie & Company

Doug Eadie & CompanyDoug Eadie & Company

www.DougEadie.com

[email protected] 800.209.7652

http://www.dougeadie.com/

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