The Art and Science of Governance 181‐C November 2, 2015
2
• John Eby
Presenters
Board Chair, Landis Communities
• Jane Mack President /CEO, Friends Services for the Aging
• Laurie Neumann Nafziger President and CEO, Oaklawn Psychiatric Center Board Chair of MHS
• Wendy Waters‐Connell Executive Director, Quaker Heights Care Community Immediate Past Chair, Friends Services for the Aging
• Rick Stiffney, President/CEO, MHS 3
1
Our Approach Brief input Storytelling Dialogue
4
Make no mistake: it is the board’s culture— the shared values and beliefs that delineate acceptable behavior—that ultimately determines how effective the board can be. Unless you have a culture that supports the active and independent participation of every director, nothing else matters.
5
David A. Nadler, former chairman of Mercer Delta Consulting (2006, 104-5) as quoted in The Practitioner’s Guide to Governance as Leadership, Cathy A. Trower (2012, 125)
Our boards will only be as strong as is our vision as executives and board members to make them strong.
6
2
Governance as Leadership Context of
Mission/Values Generative
Strategic
“Why are we doing this?” “What are the possibilities?”
“What are we doing?” “Where are we going?”
Fiduciary “How are we doing?”
7
Adapted from Governance as Leadership, Chait, Ryan, Taylor
The “Governance as Leadership” Framework • Affirms the leadership energy of the board • Acknowledges that organizations experience different seasons • Affirms the important role the board chair plays as a facilitator, not a decider • Invites us to think more deeply about the culture in the boardroom 8
The Contradiction of Clarity
9
3
Clarity in… • CEO and Board expectations, evaluations, and communication • Board member orientation and engagement • Approach to discernment/decision‐making • Board self‐assessment and improvement
10
Resource material available at
http://bit.ly/1XfQtBs
11
Clarity in Board‐CEO Expectations • Scope of authority of CEO • Role of CEO in Board meetings • Role of CEO in Board decision‐making • Mutually developing meeting agendas • Holding each other accountable 12
4
Clarity in CEO Evaluation • How is CEO being evaluated? • Against what? • By whom? • When/How often?
13
Clarity in Board‐CEO Communication • Guidelines for patterns of communication o Board Chair - CEO o Board members - CEO
• Expectations about communication • Who speaks for the Board?
14
Clarity in Engaging the Board
15
5
Unique skills of a chair • Not all good board members make good chairs • The chair models the best practice – Mission‐focused – Prepared, involved, intentional
• Self‐awareness about your style and experience (emotional intelligence is critical) 16
Understanding proper governance • Not management. Not operations. • High‐level fiduciary, strategic, and generative work
17
The chair shapes the culture • Facilitator, not a decider • The keeper of proper governance practice • The shaper of a culture of engagement and discernment 18
6
Robust engagement • Chair creates safe place where all have voice • Goal is not polite agreement • Consider – Size of room, room set‐up – Size of board – Introverts, extroverts, dominators
• Ask questions. Poke around. • “Great minds think differently” 19
Clarity in Approaches to Board Discernment • What is being called for? – Fiduciary work – Strategic work – Generative work
• What does the board need to respond? – – – –
Discussion Dialogue Decision Generative thinking
• Where should what be done? 20
– Importance of agenda planning and committee work
Technical Work vs. Adaptive Work Technical work: • Oriented toward fixing a problem • The problem and diagnosis are relatively clear. • Requires applying the right tools in the right way at the right time. • For board, this kind of work is often fiduciary. Adapted by John Eby, from presentation by Cathy A. Trower, April 2015
Dr. Cathy A. Trower
[email protected] http://www.trowerandtrower.com 21
7
Technical Work vs. Adaptive Work Adaptive work: • The problem is less clear‐cut and difficult to define. • Technical solutions alone will not work. • Leadership that inspires learning is needed to define the problem and find a solution. • Example: Generative governance, where problem solving, sense making, and framing come into play. Adapted by John Eby, from presentation by Cathy A. Trower, April 2015
Dr. Cathy A. Trower
[email protected] http://www.trowerandtrower.com 22
Ensure time for dialogue DISCUSSION
DIALOGUE
Different views are presented Different views are presented as a and defended. means of discovering a new view. Decisions are made.
Complex issues are explored.
Convergence on a conclusion Divergence is the goal; not of course of action occurs. seeking agreement, but a richer grasp of complex issues. Action is often the focus of discussion.
New actions emerge as a byproduct of dialogue.
Focus is on reaching agreement
Focus is on dialectical inquiry and cognitive conflict
Adapted, Peter Senge, The Fifth Discipline: The Art & Practice of the Learning Organization. New York: Doubleday (1990) .
23
3 Conditions necessary for dialogue Senge quotes David Bohm…
1. All participants must "suspend" their assumptions…[assumptions are open for questioning and examination] 2. All participants must regard one another as colleagues [in search of deeper insight and clarity] 3. There must be a “facilitator” who “holds the context” of dialogue [keeps the group from drifting into discussion] Adapted, Peter Senge, The Fifth Discipline: The Art & Practice of the Learning Organization. New York: Doubleday (1990) p.243.
24
8
Levels of Listening LISTENING 1: from habits
reconfirming old opinions & judgments
Downloading habits of judgment
I-in-me Factual LISTENING 2: listening from outside noticing
Open Mind
disconfirming [new] data
differences
I-in-it LISTENING 3: from within
Empathic listening
Open Heart
seeing through another person‘s eyes emotional connection
I-in-you LISTENING 4: Generative from Source listening
(from the future wanting to emerge)
Open Will
connecting to an emerging future whole; shift in identity and self
I-in-now
Field: Structure Of Attention
Field
Levels of Conversation
1 Downloading: Talking nice
Speaking from what they want to hear Polite routines, empty phrases
2 Debate: Talking tough
Speaking from what I think Divergent views: I am my point of view
I-in-me
I-in-it 3 Dialogue: Reflective inquiry
Speaking from seeing myself as part of the whole From defending to inquiry into viewpoints
I-in-you 4 Presencing: Generative flow
Speaking from what is moving through Stilness, collective creativity, flow Generative system
I-in-now
Four Levels of Change One‐off Band‐Aids
1. Reacting: quick fixes
Process, structure
2. Redesigning: roles, policies, practices, process and structure
Collective Thinking
3. Reframing: values, beliefs and mindset
Source of energy, inspiration and will
4. Regenerating: sources of collective commitment and energy 27
9
Clarity in Approaches to Decision‐Making • How will decision be made? – Voting – Non‐voting
• Role of Chair in decision‐making • Role of CEO in decision‐making
28
Clarity, Clarity, Clarity • Have it in writing • Plan for robust board orientation • Do ongoing governance education and reflection
29
Board Assessment Opportunities for Continuous Improvement
30
10
Why bother to evaluate the Board performance annually?
31
The Process: Educative AND Evaluative 1. Do I know what my individual board member responsibilities are to the organization and do I fulfill these responsibilities to the organization? 2. Does the full Board meet its collective obligations to the organization?
32
Board self evaluations may be geared to track multiple areas: 1. Individual performance perceptions 2. Full board performance perceptions 3. Board relationships with the CEO This method can reveal blind spots.
33
11
A Board’s willingness to be self critical is one of the key indicators for governance strength and resiliency.
34
Board Evaluations Shine the Light: Example Story…
35
Continuing exploration
36
12
Presenters Websites • John Eby, Board Chair Landis Communities
• Jane Mack, President /CEO Friends Services for the Aging
• Laurie Neumann Nafziger, President and CEO Oaklawn Psychiatric Center
• Wendy Waters‐Connell, Executive Director Quaker Heights Care Community
• Rick Stiffney, President/CEO 37
MHS
THANK YOU
Rick Stiffney President/CEO 1112 North Main Street Goshen, Indiana 46528 (800) 611‐4007
[email protected] www.mhsonline.org
38
13