A Board-Savvy CEO Role
Board Development By Design
My June 9 blog post described facilitating a “high-impact governing” work session for the Santa Clara Valley Transportation Authority, headquartered in San Jose, CA, at which VTA General Manager/CEO Nuria Fernandez, her Board of Directors, and the VTA Executive Team discussed significant advances in the rapidly changing field of public transportation governance and considered possible steps to strengthen the VTA Board’s governing capacity. The session was aimed at taking an already excellent Board to the next level of leadership. This most recent experience traveling the board development road with a public transportation authority was fresh on my mind when, not long after returning to my office in Tampa Bay, I was invited to present a program on board development planning at the APTA Transit Board Members Seminar in Cleveland on July 20, and I’ve done quite a bit of thinking about my APTA assignment since then that I’d like to share with you.
Before getting into the subject of board development, I’d like you to keep in mind a very important lesson that I learned early in my career: The CEO must be a leading participant – indeed, the prime mover – in fashioning a comprehensive plan for developing the board’s governing capacity. The reason why is pretty obvious. Being part-time, unpaid volunteers who usually hold demanding full-time positions in the public or for-profit sectors in addition to their board role, board members are highly unlikely to have either the time or the in-depth knowledge to spearhead systematic board development. I’ve learned this lesson first-hand over the years in my work with a number of tremendously “board-savvy” CEOs. There’s no question in my mind that the boards that have traveled a good distance on the board development road could not have gotten nearly as far without the leadership and support of CEOs who were not only strongly committed to strong board leadership, but also real experts in the rapidly changing field of nonprofit/public governance.
A Word On Board Development
The term “board development” generally describes steps that organizations can take to strengthen the capacity of their boards to carry out their primary mission: to govern. As you no doubt know, the work of governing involves much more than the traditional notion of “policy making.” Policies are rules intended to constrain and guide board members and staff in functional areas like financial and contract management, procurement, and the like. When a board has adopted a set of policies, keeping them updated tends to consume no more than 5 to 7 percent of a board’s governing time. Beyond policy making, when a board governs, what it essentially does – in partnership with its CEO and executive team – is make a continuous stream of decisions about what you might call governing “products” (for example, adopting an updated values and vision statement or the annual operating plan and budget) and judgments about how the authority is doing – operationally and financially. So the fundamental purpose of board development is to strengthen your board’s capacity to make these governing decisions and judgments.
At APTA’s Transit Board Member Seminar in Cleveland, I’ll be describing three main components of a comprehensive board development plan:
1. Developing the people serving on the board – primarily by taking a systematic approach to strengthening their governing knowledge and skills
2. Clarifying and updating the board’s governing role and function.
3. And fine-tuning the board’s governing structure (its standing committees)
A Powerful Board Development Planning Vehicle
One of the most powerful vehicles for fashioning a comprehensive board development plan while also generating the kind of board ownership that fuels commitment to implementing the development recommendations in the plan is the retreat-driven design approach, which the Spokane Transit Authority and the Capital District Transportation Authority, among others, employed. It makes good sense when an organization’s CEO and board chair determine that intensive, early involvement of all board members will be critical to the ultimate success of the board development planning effort. At the Transit Board Members Seminar in Cleveland, I’ll describe certain features that ensure the success of the retreat that drives board development planning:
• Using a “retreat design committee” headed by the board chair and consisting of three to five other board members and the CEO to develop the detailed retreat design: its concrete objectives (for example, to familiarize themselves with the key characteristics of high-functioning nonprofit boards; to identify issues in the form of opportunities to capitalize on these advances in strengthening the boards as a governing body); its structure (for example, that it is to include all board members and the whole executive team; that it will be a daylong session; that it will be professionally facilitated; and that it will use breakout groups); the blow-by-blow agenda; and the follow-through process.
• Employing breakout groups led by board members in order to ensure active board member involvement and thus to build a line of credit consisting of board member ownership and commitment that can be drawn on in implementing governing improvements.
• And mapping out the follow-through process in detail in order to reassure skeptical board members that the retreat will ultimately be worth all the time, effort, and money being committed to it – that the deliberations will not be written in sand.
Drawing on the retreat, the facilitator typically prepares the comprehensive board development plan, which is reviewed, revised, and presented to the full board by the members of the retreat design committee.