Consequential Governance

1. Consequential Governance BRooklyn And Staten Island Heads October 14, 2010 Cathy A. Trower, Ph.D. Trower & Trower, Inc. catrower@trowerandtrower.com

2. Why do nonprofit boards too often underperform? Because they can.

3. The Central Proposition “Trustees who understand their responsibilities are the best hope for the careful consideration of the long run.” -- Henry Rosovsky The University: An Owner’s Manual (1990), p.269

4. What is great governance? A mission focused, effective and efficient process to frame issues and develop policies that shape the strategic direction of the organization. Helps assure that resources (people, time, and money) are assembled and deployed for the successful implementation of the organization’s plans. Great governance is not a natural act. • Intentionality and spontaneity • Diligence and playfulness • Comfort with ambiguity • Ability to adapt • Capital investment in all its forms • Financial, social, political, intellectual

5. Core board responsibilities With management… • Determine the future of the School. • Ensure the quality of education and student life. • Protect the financial health of the School. • Ensure effective leadership. • Develop, evaluate, improve, and perpetuate an effective governance function. • Reflect the community served and strengthen relationships with key stakeholders.

6. Most boards are more efficient than effective • They meet periodically, and when they meet may not be in sync with critical events at the School. • They are comprised of very busy volunteers, who represent a variety of backgrounds with different motivations, propensities, and patience for service on nonprofit boards. • When it comes to the School, they are part-time amateurs overseeing the work of full-time professionals; governance is not their “day job.” • They have limited information and time available (during meetings and between meetings) to think about and work on the complex issues the School faces.

7. “Good is the enemy of great” --Jim Collins Many boards are mediocre. Some are pretty good. Few are great. • Board self-assessments tend to overrate governance. • There is less tolerance: • for thought than for action • for ambiguity than for clarity • for sense-making than for decision-making • Routines fully embedded and, therefore, difficult to change.

8. Governance as Leadership Adapted, with permission, from the book of the same name by: Chait, R., Ryan, W. and Taylor, B. (2005). BoardSource and John Wiley, Inc.

9. What? • Fiduciary: Stewardship of tangible assets. Oversee operations; deploy resources wisely; ensure legal and financial integrity; monitor results. • ROLE: STEWARD - RESPONSIBILITY: OVERSIGHT • How? • Strategic: Partner with senior staff to think strategically; scan internal and external environments; design, reflect on, and adapt strategic plans; strengthen competitive advantage. • ROLE: STRATEGIST - RESPONSIBILITY: FORESIGHT • Why? • Generative: Source of leadership to discern, frame, and confront challenges rooted in values, traditions, and beliefs; engage in sense-making, meaning-making, and problem framing. • ROLE: SENSE-MAKER - RESPONSIBILITY: INSIGHT Modes of governance

10. The 3D Organization Governance as Leadership • Type 1 Fiduciary – Productive • Goals: • Protect assets. • Ensure resources used efficiently & effectively in pursuit of mission. • Type 2 Strategic -- Logical • Goal: • Guide organization from present to preferred future. • Type 3 Generative -- Expressive • Goals: • Shape the thinking in the other two modes. • Define the future. • Frame the questions. • Look for cues and clues.

11. Framing Thinking Planning Inquiry Oversight Sense Direction Execution Modes on the Generative Curve Generative Strategic Fiduciary Opportunity for Generative Work Time

12. Value-added fiduciary work Oversight Inquiry Due diligence? Scandal free? In compliance? Can we afford it? Clean audit? Budget balanced? Do we manage risk? New program meets market? Is it legal? Can we get the gifts? Is staff turnover manageable? Hold what in trust for whom? Safeguards in place? Voluntary measures to earn trust? What the opportunity cost? Insights from audit? Budget matches priorities? Do we take sensible risks? New program serves mission? Is it ethical? Do donors expect too much control? Are staff treated fairly?

13. Value-added strategic work Planning Thinking Money, space, personnel? Compensation plan? Build on strengths? Size of market? What is? [extrapolation] Valid assumptions? Can we see the future? Traditional competitors? Internal preferences? Management must do what? Business model viable? Great place to work? Victim of our virtues? New markets? What could be? [invention] Make new rules? Do we understand the past? Nontraditional competitors? Customer value propositions? Board must do what?

14. THE GENERATIVE CURVE Sense-making Problem-framing Opportunity to influence generative work declines as issues are framed and converted into strategies, plans, and tactics. Strategies, Policies Opportunity for Generative Work Plans, Tactics, Execution Time

15. How do we reduce teacher turnover?

16. Create great place to work Generative Strategic Fiduciary Align rewards with priorities Opportunity for Generative Work Modify pay plan & hours Time

17. Should we build a new fitness center?

18. Make sense of amenities arms race Discuss health/fitness in context of the “whole” child Generative Strategic Fiduciary Strengthen market position Opportunity for Generative Work Build new fitness center Time

19. What are the fiduciary, but non-financial, roles of our boards and committees? What safeguards do we have in place to avoid fiduciary failures? If we held an annual stakeholders meeting, what would we say about the fiduciary performance and the board’s effectiveness as a steward? What would they say? What are our major financial vulnerabilities? What are we doing as an organization and a board to address them? Even though we are not bound by Sarbanes-Oxley, are there some provisions we should adopt? Fiduciary Questions

20. Is our business model of viable over the next 10-15 years? If not, what has to change? How fast should we adopt new techniques to enhance our quality, versus invest in process improvements and optimizing use of our current technologies? How can we assure we don’t just satisfy, but actually delight, our students, teachers, parents, donors, employees, and community? What external factors will most affect the School in the next 24 months? What should be atop the board’s agenda for next year? Strategic Questions

21. What will be most strikingly different about this School in five years? What do you hope will be most strikingly different about this School in five years? What do you hope will never change about this School? On what list, which you can create, would you like this School to rank at the top? Five years from today, what will this School’s key constituencies consider the most important legacy of the current board? What headline would we most like to see about this School? What is the biggest gap between what the School claims it is and what it actually is? What is the most valuable action we could take to be a better board? Generative Questions

23. Contested Territory: In Theory • Bounded technical issues • Relatively low stakes • Scripted and staged by staff • Preferred course of action clear • Board handled, not engaged • What could go wrong? CEO Danger Zone CEO Safety Zone

24. Contested Territory: In Reality • Board engages issue. • Staff bristle or stiffen. • Tug-of-war ensues. • Board demurs or disengages. • CEO frustrated or undercut. • Bystanders remote or resentful. • Time and energy wasted. • Marginal value added. Danger Zone

25. Common Ground: Hidden in Plain View • Look upstream. • Substitute substance for minutiae. • Board more engrossed, less intrusive. • Senior staff open-minded. • Values, culture drive deliberations. • Engage collective mind. • Mitigate personal agendas. Safety Zone

26. Underpinnings for success • Thoughtfulness: • Metacognition and “self-overhearing” • (Philip Tetlock) • Getting on the balcony • (Ron Heifetz) • Caution: • “If you boarded the wrong train, it’s no use running along the corridor in the opposite direction.” • (Dietrich Bonhoeffer)

27. Part II Getting Traction

28. Impediments to critical thinking At board meetings

29. “Thinking is the hardest work there is, which is probably the reason why so few engage in it.” -- Henry Ford

30. The most effective boards • Are a strategic asset and provide a comparative advantage. • Contribute in distinct ways to advance the mission. • Add value and derive value from meaningful participation in consequential discussions that yield important results. • Enrich purpose to improve performance. • Are self-reflective and more self-critical than self-congratulatory. • Understand their role vis-à-vis management. • Think independently and govern collectively. • Model behaviors trustees want the organization to exhibit. • Balance short and long-term perspectives. • Learn and perpetuate a culture of learning and inquiry. • Avoid diagnosis momentum. • Practice dialogue and dissent.

31. What percentage of intellectual capital is untapped? • What percentage of time is put to good use? • How often are ideas put into play v. explanations and reports? • What are you optimizing? (quicker OR better decisions) • What are the goals of board meetings? • If we wanted better thinking, what would we do differently? • In addition to periodically asking, “How are we doing?” boards should stop and ask, “What are we doing?” • Practice arrests thinking; becomes routine/habitual • What about board meetings stifles thinking? • What might we do differently to enhance thinking? At a typical board meeting…

32. Find. Frame. Focus. • Figure out what matters most, how to frame it, and how to add value. • Structure for strategic intent. • Strategy should drive structure, not simply mirror the organizational chart. • Build a boardroom culture of inquiry, learning, and high team performance. • Ensure dialogue and debate on critical issues. • Fit format to content and purpose. • Have goals and outcomes. • Summarize implications, expectations, next steps. • Engender accountability. • Evaluate the board’s performance, individual’s performance, and board meetings. • Make decisions as if you had to explain them to stakeholders. Steps to Better Governance

33. Describe reality, highlight critical clues and signals. • Avoid deep dives into shallow pools. • With management, decide what to decide. • What are most important questions to address in next year? • How might we frame the issues? • Establish decision agenda. • Wear “tri-focals” to examine “triple helix” issues – fiduciary, strategic, and generative (mission, values) perspectives. • Co-determine annual work plan, timing, and agendas. • Schedule KHAAN dialogues. (Keeps Head Awake At Night) Find. Frame. Focus.

34. Strategy should drive structure, not simply mirror the organizational chart. • Ensure that the board drives committees, not vice versa. • Develop derivative agendas for committees. • Encourage board to assess, merge, differentiate, eliminate committees. • Streamline structure to increase impact, broaden participation. • Propose and empower strategy-driven, outcomes-oriented task forces. • Coordinate and integrate committee work. • Wean staff from tightly coupled committees. Structure for strategic intent

35. Fit format to content and purpose; emphasize themes. At the outset: State meeting goals outcomes and how the board can add value. Furnish less data with more meaning (e.g., dashboard). Maximize discussion; minimize presentation by creating efficiencies. Broaden participation. Ensure robust discourse, dialogue, and debate on critical issues. • Tap trustees’ intellectual capital. • Develop and disseminate advance discussion questions. • Insist on confidentiality. • Encourage collegiality, elicit dissent. • Pose catalytic questions. • Entertain various “what if” scenarios. At the end: Summarize implications, expectations, next steps. • Be clear about what we did and will do. Build a culture of inquiry.

36. Teamwork • Have clear, compelling, consequential, challenging goals • Avoid group think through appropriate deliberation • Maintain an appropriate sense of urgency • Articulate team goals; do not allow individual goals to take precedence over team goals • Get to know each other personally/attend to social capital/build trust • Courtship before marriage • Personal style as well as technical expertise • Be mindful of group dynamics, culture, values • New trustee orientation • To the organization and board norms/culture • Provide mentors, glossaries, directories, connections, frequently asked questions • Succession planning • Enforce term limits, not just terms • Attend to succession for trustees, chairs, board officers • Be transparent Build the board team.

37. Position board as a model of performance accountability. • Disperse responsibility for the quality of governance. • Make decisions as if you had to explain them to stakeholders. • Enforce group norms; do not tolerate violators. • Evaluate the board, individual trustees, committees, meetings and demonstrably respond to results. • Hold executive sessions for reflective practice. • Convey examples of board’s pivotal contributions and shortfalls. Engender accountability.

38. Executive Choices