Building Board Engagement

Redefining the Conversation of the Board

Paul Van Dolah

Our Goal

Building a More Effective Board

Dysfunctional

Responsible

Functional

Exceptional

Effective Boards

Offer a strategic asset and comparative advantage Add value/derive value from meaningful

participation in consequential discussions and decisions

Macrogovern more than micromanage Model behaviors trustees expect the organization

to exhibit Harness individual talent to collective effort Provide leadership as well as stewardship

Reframing the Conversation

Classical

Diagnosis

Problem of performance

Response

Codify board’s role, clarify tasks

Objective

Do the work better

Reframed

Diagnosis

Problem of purpose

Response

Enrich the job, engage the board

Objective

Do better work

Governance as

LeadershipSt

rate

gic:

Type

II

Fiduciary: Type I

Generative: Type III

Three Modes of

Governance

Emphasize modes, not tasks, of governance

Think and work in three different modes

Value added increases as boardBecomes more proficient in more modesDoes more work in third modeChooses appropriate mode(s) of work

Core Concepts

Type I: Fiduciary Mode

Board’s central purpose: Stewardship of tangible assets

Board’s principal role: Sentinel

Board’s core work: Ensure efficient & appropriate use of resources Ensure legal compliance & fiscal accountability Ensure accountability Oversee operations Select & evaluate CEO

Question

What can you do to minimize the Fiduciary Mode ???

Consent AgendasMinimize reports

Materials in advance to facilitate two way interactions

Other???

Type II: Strategic Mode

Board’s central purpose: Strategic partnership with senior management

Board’s principal role: Strategist

Board’s core work: Scan internal and external environment Resolve priorities Review and modify strategic plan Monitor performance

Question

What can you do to maximize the Strategic Mode ???

Proactive forward looking agendasFocus on obstacles impeding strategic

executionFocus on progress…with ultimate

question being “So, what’s next?”Other???

Type III: Generative Mode

Board’s central purpose: Sense Making

Board’s principal role: Framing

Board’s core work: See current challenges in new light Perceive and frame better problems and opportunities Discover realities Suspend rules of logic and tap into intuition Encourage robust discourse

Question

What can you do to maximize the Generative Mode ???

Create time to reflectBring in provocative (relevant)

speakersCreate “So, now what?” momentsOther???

Catalytic Questions What should we worry about? What keeps the Executive awake at night? What keeps trustees awake at night? Whom would we serve in what ways if money did not matter? What’s good for mission, bad for business? Vice versa? What would we do differently as a for-profit? On what list, yet to be devised, would we want to rank #1? What will be this board’s legacy?

14

Three types of Governance: Distinctive Differences

Nature of Organizations Bureaucratic Open System Nonrational

Fiduciary Strategic Generative

Nature of leadership Hierarchical

Board’s purpose Strategic partnership with management

StewardshipOf assets

Leadership for organization

Board’s work Oversee operations Shape strategy Discern problems

Sense making

Board’s role Sentinel Strategist Sense maker

Key question What’s wrong? What’s the plan? What’s the question?

Problems are to be Spotted Solved Framed

AnalyticalVisionary

Reflective learners

Opportunity to influence generative work declines as issues are framed and converted into strategies, plans, and tactics.

Opportunity to influence generative work declines as issues are framed and converted into strategies, plans, and tactics.

Opportunity for Generative Work

Plans, Tactics, Execution

Strategies, Policies

Where Does Generative Thinking Occur? THE GENERATIVE CURVE

Sense-making Problem-framing

Time

GOVERNANCE AS LEADERSHIP 16

Generative

Fiduciary

Strategic

Compete on amenities

Reconcile social purpose and business model

Approve new fitness center

The Generative Curve

Opportunity for Generative Work

Time

GOVERNANCE AS LEADERSHIP 17

Trustee involvement lowest where generative opportunity greatest; trustee involvement increases as generative opportunity decreases.

Trustee involvement lowest where generative opportunity greatest; trustee involvement increases as generative opportunity decreases.

Typical Board Involvement Curve

Generative Curve

Opportunity for Generative Work

Time

The Generative Dilemma

Empowers the board

Engages the collective mind

Exploits board’s assets

Enriches board’s work

Enhances board’s performance

Governance as Leadership

The Payoff

CEOIs displacing the Board

Governance As

Observation

CEO Is going through the

motions with the Board

Governance As Attendance

CEO Is displaced by the

Board

Governance As

Micromanagement

CEOIs partnering with the

Board

Governance As

Leadership

Ensuring the balance Engagement

CEO

Eng

agem

ent

Board Engagement

Ensure Balanced Engagement

Listen to the group’s dynamics

Work hard on constructive partnership

Foster inquisitive inquiry

Draw out multiple sources of information

Ensure that all voices are heard

Build Trust

Practice Transparency

Embrace Mistakes

Celebrate Creativity

Reward Authentic Dialogue

Foster Collaboration

Share Credit

Remain Accountable

The successful CEO knows how to…

Create a shared vision

Invest in continuous revitalization

Help frame the vital questions

Engender a culture of inquiry

Build trust and respect

Successful CEO’s

Invest in the constructive partnership

Foster engagement

Learn from failures

Adapt and change

Move beyond formulaic roles

Engage in mutual assessment