What we are learning

pwilton3 What we have learned

Reflection on Episode 14: The importance of understanding your Board’s governance model

After a long hiatus, we’re back! Our guest this week was Marion Thomson Howell, President of Shaugnessy Howell and Executive-in-residence at Capacity Canada. With extensive experience serving on a variety of boards, Marion shared her expertise on different board models.

Personally, this was one of my favourite episodes. Marion clearly explains each model and the benefits and risks of each. We hope this episode will prompt anyone serving on a board to think about which model currently fits their board and which board model would best serve their organization.

Marion outlines four models of boards:

Working boards are volunteer-driven community organizations with no staff.

Traditional boards have staff but there is limited role clarity around the separate roles of the board and staff.

Policy boards clearly define the role of the board and CEO as well as expectations and key processes through policy. Policies are monitored to ensure compliance with expectations.

Results-based boards are more outcomes-focused. These boards receive regular reports on progress towards board defined goals and may be less prescriptive in defining processes that must be followed to accomplish the goals.

These models make it easy for us to compare different types of boards and to make some generalizations, but it is important to remember boards may combine some characteristics of different models and that boards are constantly changing.  

Further, a board may evolve between models. For example, a working board may become a more traditional board once it develops the resources to hire staff. Factors such as board composition and environmental pressures may prompt these changes.

Boards are not always consistent. One challenge may prompt a board to take a more results-based approach, but another might prompt a board to temporarily shift to a traditional model. Different projects may require different tools.

These models can also be aspirational. A traditional board may want to improve their risk management so will work towards the policy model. I tend to see these models as a progression, with a hybrid of the policy and results-based board as the ideal.

These certainly are not the only theories of governance or board models. There are different ways to explain and predict board behaviour, but Marion has provided us with a clear foundation for board members to understand their board’s work.

andrewjjardine Boards, Governance

Episode 14: Understanding Board Governance Models with Marion Thomson Howell

If you were joining a dance group then you would want to know what kind of dance the group practices. If you were joining a football team then you would need to know the type of offence and defence the team uses. When you join a Board you need to understand its governance model. Boards have different ways of broadly looking at their role in their organization. There are many different models of Board governance and it is important to know which one your Board uses so that you can understand more clearly your role as a Director. Marion Thomson Howell, President of Shaugnessy Howell Inc., Executive-in-Residence at Capacity Canada, and Vice-Chair of the Board of St. Mary’s General Hospital in Kitchener, Ontario, sits down with us to review 4 general categories of Board governance models and what Board members need to know about the implications for each model.

Listen on Spotify: https://open.spotify.com/episode/2Eb0OM5ZULc2bmxmQLT3HJ?si=cbvN5WrwSsmTLlBvmajPAw

Listen on Apple Podcasts: https://podcasts.apple.com/ca/podcast/the-governance-guys/id1506642067#episodeGuid=http%3A%2F%2Fthegovernanceguys.com%2F%3Fp%3D405

andrewjjardine Boards, Governance

Episode 13: How your Board can measure progress with Valerie Sluth

So you’ve sorted out your organization’s purpose, mission, vision, and values. Then you wrote a magnificent strategic plan that clearly aligns these elements and considers the challenges of your external environment. Now what? Well now you get to track your progress – a step all too often missed for many organizations and Boards. Enter Valerie Sluth, CEO and founder of Praxis Consulting, Board member on multiple Boards, and management consultant extraordinaire. Val speaks with us about the balanced scorecard and how you can properly oversee and measure the progress you are making on your strategic plan and initiatives.

andrewjjardine Boards, Governance

Episode 12: Strategy and the Board of Directors with Merv Hillier

A key document for many Boards is the Strategic Plan for their organization. But what is strategy and how should the Board engage in setting strategy and overseeing its implementation? Merv Hillier is the founder of consulting firm Nuvision. He is an educator, CEO, and Board member and he sat down with us to talk strategy. If you are wondering how involved the Board should be in both the planning and execution stages of strategy then this is the episode for you!

pwilton3 What we have learned

Reflection on Episode 11: Values at work with Dr. David Malloy

On Episode 11 our guest was Dr. David Malloy, Principal of King’s University College. Dave helped us understand what values are and how they can be put to work in organizations. Values-based leadership isn’t easy but boards shouldn’t shy away from it. Here’s what Dave had to say partway through our conversation:

Making decisions based on numbers is so damn easy. You know, the bottom line, there it is, let’s move on. Or making decisions based on policy, it follows policy, or it doesn’t. It follows procedures or it doesn’t. That’s the easiest form of decision-making. A favourite author of mine Christopher Hodgkinson calls those decisions “reducing to managerialism”. That’s so easy. The difficult decisions and the decisions that are leadership decisions are ones that are value based, because you’re going beyond policy, you’re going beyond the numbers to make a morally consistent choice. Those are more difficult decisions because they are a bit more amorphous than a number. I think that’s where leadership lives. That’s not where managerialism lives. That’s where leadership lives, at the realm of values. It’s hard.

So what did we learn? Dave gave us some practical steps on how boards can put values into action.

First, recognize your limitations. Boards may not be best positioned to identify an organization’s values but rather should initiate these conversations and listen to their employees and those they serve to identify values.

Second, for new leaders or board members entering an organization, observe artifacts and rituals to help understand what an organization values.

Third, recruit board members who have the same values as the organization and include values education in board training. We all have a general sense of what values are, but some training can help us develop a vocabulary for discussing how we put values into action.

Finally, use values as a screen for decision making. When your board faces a dilemma, identify your options, then identify how each option fits with the organization’s values. Keep those values front and centre so that members of the organization and community can hold each other accountable for practicing those values.

andrewjjardine Boards, Governance

Episode 11: Defining Values with Dr. David Malloy

Organizations use the term “values” in strategic plans, policies, annual reports, and any number of other places. But what is a “value” and how should values play a role in conversations and decision-making at the Board table? Dr. David Malloy, Principal of King’s University College, is a philosopher and an expert on values & leadership. He sat down with us to define the concept of a value and to offer some advice as to how values should be intentional, explicit, and put into action throughout the organization – starting with the Board.

pwilton3 Uncategorized

Reflection on Episode 10: The importance of good questions

When I lead board orientations, I always try to take myself back to when I first joined a board. As a new Board member, I didn’t understand much about the role of the board, how the group functioned or much about how the organization worked. Sometimes my lack of experience and knowledge left me sitting there with little to say. Or if I did have something to say, sometimes I would worry that my comment or question would be off base and I might embarrass myself. Board members I serve with now sometimes look at me skeptically when I tell them of my first year of near total silence. Although these feelings are natural, if you’re going to serve as a board director, you need to contribute something, you need so say something, you can’t just sit there in silence. You would just be taking up valuable space from someone else who could contribute something. A great starting point for any Board member to contribute to the work of the Board is to always be prepared to ask good questions.

I developed a list of ten questions I believe its always okay for board members to ask. I give this list to board members and ask them to put it on the outside cover of their governance binder so that they always have it handy to refer to during meetings if they feel they have nothing to say. On the board I chair, I encourage board members to “get their stick on the ice” by making sure they speak at least once each meeting.

When Andrew and I discussed doing an episode on my ten questions, we came up with a better idea. Why don’t we take advantage of the expertise of our guests and ask them what questions they think are always okay for board members to ask? I’m glad we took this approach because our experts suggested some questions I hadn’t thought of. I won’t spoil the episode by reflecting on their questions now, but we encourage you to check out this, our tenth episode, for a revisit with some of our guests for their insights on questions.

We have a lot more to say about the value of questions in board meetings, but too much for this short blog. If we hear you liked this episode, we’ll do another one in the future and will include more discussion on the value of questions in this space.

andrewjjardine Governance

Episode 10: 5 Experts tell us 5 Questions that every Board member should ask

We asked 5 governance experts what question every Board member should ask or be prepared to ask at a Board meeting. Check out what each expert had to offer:
Fred Galloway, President of F.J. Galloway & Associates;
Jim Brown, author of The Imperfect Board Member and Principal Consultant with Strive;
Gillian Kernaghan, CEO and President of St. Joseph’s Health Care London;
Cathy Brothers, CEO of Capacity Canada; and
Chris Makuch, Vice-President MaisonBrison.

During the podcast, we mentioned a helpful book that speaks to the power of great questions – A More Beautiful Question: The Power of Inquiry To Spark Breakthrough Ideas

andrewjjardine What we have learned

Reflection on Episode 9 with Chris Makuch: Don’t fall asleep at the wheel

The song “Don’t Fall Asleep at the Wheel” by Red Simpson tells the story of a veteran trucker offering advice to a beginner trucker. Red offers lots of great lessons to the young man including “try out your brakes… try to make time to read all the signs if you’re truckin where you ain’t been”. But, most of all, he offers his most important piece of advice – “don’t fall asleep at the wheel.”

It might be a bit of a stretch (and you’d really have to like old time country music), but Red’s song may offer something of value to Board members. I thought of it after reflecting on the conversation we had with Chris Makuch on episode 9. As we have noted before, the simple role description of the Board member as described by Jim Brown is to “direct and protect”. While this description is fairly straightforward, the execution of the role is a bit more complex. There are lots of factors for Board members to consider when they are discerning how to direct and protect their organization. Most of all, you don’t want to be perceived to be “asleep at the wheel” and neglect some aspect of the business that is preventing it from achieving its goals.

Our conversation with Chris reminded us of the importance of staying alert and having a clear understanding of who it is that “owns” your organization. Every organization has some set of “owners” or group that they are ultimately accountable to – be it shareholders, government, funders, the public, etc. The Board is ultimately acting on behalf of these owners and when the perception is that things aren’t going well, Board members are vulnerable to being removed. There are mechanisms in place to appoint, renew, replace, and remove Directors in any organization. It is critical to be aware of how those mechanisms operate as well as how your organization and its owners are measuring success. If the owners are uneasy with your performance or if they see large gaps in your business model, they may look to replace the Board and exert their influence so that they can “right the ship” according to the direction they plan to head. As a result, it is necessary to primarily focus on your organization’s health but to also keep a close eye on who owns the corporation and how they may push and pull levers to force decisions at the Board table.

In publicly owned corporations it is obvious that the owners are the shareholders. The challenge can be understanding who the shareholders actually are. Chris argues for the need to have transparency so that the Board knows who owns the corporation and can regularly engage with shareholders to build good relationships (hence the issues with proposed changes to form 13f). You may want to consider giving him a call if you find yourself in a situation on a Board without regular check-ins with shareholders. One of Red Simpson’s other pieces of advice is to “watch out for bears” – some sage wisdom for corporate Board members and a great reminder that professionals like Chris and MaisonBrison can help you keep an eye on an often overlooked but critically important piece of information.

In a not-for-profit corporation, the “ownership” is a little murkier. No one technically “owns” the corporation however there are overarching authorities that can significantly impact the work of the organization when their priorities differ. Government programs, new policies, or changing funder priorities, for instance, may force the Board to consider how they should react to the various policy levers at play that are outside of their control. If the Board is “asleep at the wheel” and not aware of these outside influences then it may be time for a serious rethink of who is around the table. It may also be time to give a directive to management to start bringing this critical information forward on a regular basis so that we can be aware of it, not be surprised by it, and ultimately stay focused on our purpose and mission.

So friends, stay focused on what matters and don’t fall asleep at the wheel.

andrewjjardine Governance

Episode 9: The Importance of Shareholder Engagement with Chris Makuch, Vice President – MaisonBrison

This week we are joined by Chris Makuch, Vice-President of MaisonBrison, to talk about the importance of shareholder engagement and Boards under stressful situations. This was a great learning experience for us. Chris opened our eyes to the complex issues that arise for Boards related to this topic and it is a fascinating area to unpack. The questions we asked Chris included:
– What are proxy contests, why are they important, and why should Boards care?
– What should Boards be worried about when viewing activist investors? Do activist investors present opportunities for the Board? How can Boards stay informed about who owns the company?
– How do you recruit Board members in light of possible proxy battles? How do you make sure you have diversity of opinion around the Board table?
– How does the Board stay focused on key strategic and industry measures while there is added pressure from activist investors or powerful shareholders with different viewpoints?
– What are some common red flags you have seen around Board tables?
– How can Board members think like activist investors?
– How much of an impact might the proposed changes to form 13f make on Canadian corporations?