agenda bootcamp for board professionals: duty,...

AGB 2012 Workshop for Board Professionals Friday, April 20, 2012

2:00 to 4:00 pm

AGENDA BOOTCAMP FOR BOARD PROFESSIONALS:

Duty, Discretion, Diplomacy

Dusti Cermak, University of Iowa Foundation Louis Charpentier, University of Toronto Liz Collins, University of Puget Sound Lil O'Rourke, Syracuse University Brig Timpson, Roosevelt University

Merrill Schwartz, AGB 2:00 Welcome and Introductions, Dusti Cermak, Program Committee Chair

Las Vegas rule – what happens here stays here Be thinking of a burning question you want addressed later in the session (index cards on tables) 2:15 “How to’s” from the Board Basics, Role of the Board Professional

Board Meetings: agenda, staff support, document distribution, parliamentary procedure, minutes, diplomacy (Liz Collins)

Policy: revising and codifying policies, and resolutions (Louis Charpentier)

Board Development: board assessment, retreats, recruitment and orientation (Lil O’Rourke)

Communication – correspondence, speeches, website, role of President’s Cabinet (Brig Timpson)

Representation – corporate seal, presidential and other searches, presidential assessment, dual reporting (Louis Charpentier)

3:15 Facilitated discussion among participants at round tables

What are your burning questions or challenges? (you may write questions on index cards) 3:45 Wrap up and Q & A 4:00 Adjourn

Association of Governing Boards Workshop for Board Professionals

Boot Camp for Board Professionals April 20, 2012

Board Meetings

Purpose: Governance and Gathering 1. The business of the institution

a. Arc of the year/recurring action b. Strategic/emergent issues

2. Education and development 3. Major events

Duty, Discretion, Diplomacy and the Role(s) of the Board Professional

1. Perspective/Flow/Liaison with Chair and President 2. Notice and Materials 3. Schedule development

a. Sequence and maximize b. Engagement and Programming

4. Agenda 5. Script? 6. In the meeting

Practical Matters

1. Logistics/Staff support 2. Registration 3. Infrastructure equal to the desired outcome 4. Extras 5. Record, Take notes, Get notes 6. Evaluations 7. Contingency Plans and Last minute emergencies 8. Support (your) staff

Mary Elizabeth Collins

Board Secretary & Director of the Office of the President University of Puget Sound [email protected]

The Board Professional’s Role

Plan and manage board and committee meetings.

Develop or assist with writing the agenda for board and committee meetings.

Provide staff support for board and committee meetings.

Draft, oversee, or edit board and committee meeting minutes.

Distribute documents to board members and maintain official records.

Draft items for board action (resolutions, for example).

Ensure compliance with legal requirements (for example, public open meeting and records laws).

Louis R. Charpentier Page 1 of 3

University of Toronto

AGB 2012 Workshop for Board Professionals

Friday, April 20, 2012

2:00 to 4:00 pm

AGENDA

BOOTCAMP FOR BOARD PROFESSIONALS:


Policy

Policy-setting is a key Board responsibility and the Board Professional has major

roles in policy development, approval, application, interpretation and review.

Board Policies

Deal with the institution as a whole.

Cover a broad spectrum: at one end is the mission / vision statement, the over-

arching guide for institutional decision-making; across the spectrum are other policies

relating to general and specific components of the academic and business affairs of

the institution.

Articulate principles that provide a framework for decisions or actions.

Are enduring not reactive.

Are approved and amended by the Board.

May include:

- delegations of authority to the administration; and

- accountability or reporting requirements to the Board with respect to

implementation of the policy by the administration.

Take precedence over other policies and procedures within the institution.



Other Institutional Policies

Administrative policies, practices, guidelines and/or procedures that are necessary for

the administration or operation of the institution.

May arise from:

- delegations under Board policy;

- requirements of legislation; or

- expected and reasonable administrative practice.

Established and amended by the administration.

Development, Approval and Periodic Review of Board Policies

Policy is drafted by the administration with advice and input from the Board and its

Secretariat.

Prior to Board approval, legal counsel should review policy proposals to ensure that

they comply with applicable legislation and that they are in the best legal interests of

the institution.

Good practice suggests that Board policies include:

- a statement of principles;

- clear, declarative statements;

- delegation of authority as appropriate; and

- accountability requirements.

Some policies, particularly those that deal with emerging or evolving areas, could

include a specified review period.

Practically, Board policies should also:

- have a distinct format and page design, and

- include the date of initial approval and a history of subsequent amendments.

Policies should be readily accessible to members of the university community and,

for public institutions, to the broader community usually through the Board’s website.

Policies must be current, relevant and accurate.



Regular or periodic reviews serve to:

- update and clarify language to communicate the policy’s intention(s).

- ensure continued compliance with applicable legislation and regulations.

- remove administrative or procedural matters – ensuring appropriate separation of

governance and administrative responsibilities.

- consolidate related or overlapping policies.

- eliminate outdated policies.

- identify and enable correction in areas of non-compliance.

Reviews are deliberate, require careful planning and involve collaboration among:

- governance leadership;

- the President and Vice-Presidents and their teams;

- the Board Office / Secretariat; and

- the institution’s legal counsel.

The Board Office / Secretariat has an essential role and is expected, for example, to:

- work closely with the relevant administrative and legal offices.

- ensure the goals of the policy review and approval process – from a governance

perspective – inform the drafting and deliberations.

- facilitate planning by providing a “big picture” of the process.

- provide guidance on essential policy components, on language, relevant

institutional and policy history, effective presentation of the policy to governance.

- be constructively critical, particularly in how elements of the policy could be

interpreted and implemented.

- maintain the repository of current policies, including their history and related

Board resolutions.

- ensure access to the approved policies.

New Trustee Orientation

Schedule – Oct 12-13, 2011 P a g e | 1

New Trustee Orientation October 12-13, 2011

Wednesday, October 12th

12 p.m. – 1 p.m. Lunch for Trustees

1:15 p.m. – 4 p.m. Orientation Session I

1:15 p.m. Welcome and Overview Chairman of the Board

1:30 p.m. Strategic Goals & Organization Chancellor

Vice Chancellor and Provost

Senior Vice President and

Dean of Student Affairs

2:30 p.m. University Governance Structure

Trustee Role & Expectations Chairman of the Board

University Counsel

Conflict of Interest Trustee Vice Chair

4:15 p.m. – 5 p.m. Optional Campus Walking Tour

6 p.m. Cocktails and Dinner Chancellor’s Residence

New Trustee Orientation

Schedule – Oct 12-13, 2011 P a g e | 2

New Trustee Orientation October 12-13, 2011

Thursday, October 13th

8 a.m. – 8:30 a.m. Continental Breakfast available

8:30 a.m. – 12 p.m. Orientation Session II

8:30 a.m. University Budget & Financial Executive Vice President

Resources and Chief Financial Officer

Vice Chancellor and Provost

9:30 a.m. Admissions/Financial Aid Vice President Enrollment Management

Associate Vice President Enrollment

Management

Dean of Undergraduate Admissions

10:30 a.m. BREAK

10:45 a.m. Advancement & External Affairs Executive Vice President for

Advancement and External Affairs

Vice President, Development

11:45 a.m. Closing comments Chancellor and Chairman of the Board

12 p.m. Adjourn -- Box lunch available

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Trustee Retreat Agenda January 28-29, 2012 1/25/2012

Trustee Retreat Agenda

Saturday, January 28, 2012

Retreat Session I

9:00 a.m. Welcome: Chairman of the Board

9:15 a.m. Chancellor’s Presentation

9:45 a.m. Long Term Financial Issues: Fundraising, Endowment and Disbursement Review-

Trustee

10:45 a.m. Break

11:00 a.m. Long Term Financial Issues continued

Noon Adjourn Session I

Lunch

Noon – 1 p.m.

Retreat Session II

1:00 – 3:00 p.m.

Executive Session

1:00 p.m. Update on Rankings project

Trustee Roles and Responsibilities: Chairman of the Board

Trustee Conduct: Trustee

Trustee Terms: Trustee

Emeriti – Life Trustees

3:00 p.m. Adjourn Session II

Executive Committee Meeting

3:15 – 3:45 p.m.

Trustee Retreat Agenda January 28-29, 2012 1/25/2012

Trustee Retreat Agenda

Sunday, January 29, 2012

Retreat Session III 9:00 – 11:30 a.m.

Executive Session

9 a.m. Updates on recent developments: Chancellor and Chairman of the Board

11:30 a.m. Retreat Concludes

Voting Trustee Self-Evaluation 2010 - 2011

Name: ___________________________________________ Date: _____________________________ Part I: For each statement, please check the box that best describes your level of satisfaction with your performance, based on the following scale: 1 = Meets expectations 2 = Could improve

If you wish to elaborate on any of your answers, please do so in the comments section in Part II.

Service/Preparation 1 2

Attend committee meetings regularly

Attend Board meetings regularly

Prepare for committee and Board meetings attended

Respond to requests in a timely manner and make time for unscheduled time-sensitive meetings and calls

Participation

Make substantive contributions at the committee level and actively help committees to reach goals and accomplish tasks

Take ownership of issue(s) and outcome(s) on behalf of the Board and assume leadership roles when requested

Have a productive working relationship with other Trustees

Have a productive working relationship with senior management

Comply with University policies and procedures on Conflicts of interest, including maintaining the strict confidentiality of the discussions and materials brought before the Board

Have been assigned to the committee(s) that most align with my interests and expertise (if not, please explain)

University Service

Promote the University within sphere of influence / willing to “open doors” on behalf of the University

Act as a steward to the overall institution (not any single constituency)

Participate in events outside of Board meetings (when possible)

Support one of my top two philanthropies with personally significant gifts consistent with capacity both during lifetime and through my estate giving plans

Assist in fundraising beyond my own contributions

Voting Trustee Self-Evaluation – 2010-11 Page 1

Part II: Please answer the following questions in the space provided. What has (or has not) made your service on the Board of Trustees meaningful and rewarding? If your term of service is expiring are you interested in continuing your service on the Board? If you have special interests, talents or skills that could be shared more fully, please elaborate on them. Have you contributed to the Campaign? If not, are you now considering a contribution? What could the Board’s leaders or senior management do that would enable you to become an even better Trustee? Please feel free to add any additional comments you would like to share with the Board Organization and Nominating Committee. Thank you for completing this evaluation. Voting Trustee Self-Evaluation – 2010-11 Page 2

BOOT CAMP --- COMMUNICATION FOR THE BOARD PROFESSIONAL Whether preparing a presentation for your President, drafting correspondence to Trustees, or sending an announcement to the university or college community, the Board Professional has the singular responsibility of understanding the institution holistically, thereby charged with the ability to execute the kind of nuanced communication that only a Board Professional can deliver. Below is a brief set of criteria to help guide communication practices for Board Professionals:

DETERMINE YOUR ROLE

o Chief of Staff o Special Assistant/Executive Assistant to the President o University/Board Secretary

DETERMINE THE AUDIENCE

o President o Chair o Board o President’s Council/Cabinet o Students o Faculty o University Community

DETERMINE THE PURPOSE

o Annual reporting (State of the University Address, President’s Annual Report,

Convocation, etc.) o Follow-up letters (student complaints, alum visitations, faculty/staff grievances) o Invitations o Meeting announcements

DETERMINE THE MEDIUM

o PPT o Invitations/Flyers o Letters o Email o Website

DETERMINE THE FREQUENCY

o Annual o Quarterly o Monthly o One-time instances



AGB 2012 Workshop for Board Professionals

Friday, April 20, 2012

2:00 to 4:00 pm

AGENDA

BOOTCAMP FOR BOARD PROFESSIONALS:


Representation

Board Professionals have a range of responsibilities in the area described broadly as

“representation”.

They include, for example:

- authorizing the use of institutional symbols – the academic and corporate seals.

- staffing presidential and vice-presidential search committees.

- staffing presidential assessment processes.

- serving on university-wide committees.

- facilitating interactions between and among board members and members of the

administration.

- facilitating interactions between board members and community leaders.

- developing manuals and other essential information resources for board members.

- advising on policy development, approval and interpretation.

Board Offices / Secretariats are uniquely positioned within institutions to execute

such responsibilities. Board Professionals are legitimately expected to demonstrate,

for example:

- broad and deep institutional knowledge;

- knowledge and expertise in governance – and the ability to apply a “governance

lens” to a range of institutional decision processes;

- a well-developed understanding of and respect for the institution’s culture,

dynamics, policies and processes;

- integrity;

- courage to uphold institutional values;

- a solid understanding of the institution’s context in relation to governments and

communities;

- objectivity and fairness;

- a profound respect for confidentiality;

- exceptional communications abilities; and

- the ability to work strategically and creatively within the constraints and

permissions of policies and legislation.

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