This is different from those I have observed from the previous generation who were more "lean back" Board members - they saw their role as that of wise counsel and/or stewards for the CEO and executives to consult with, but not to take a direct hand in the day-to-day leadership of the organization.

Regardless, Boards and Board members are asking Questions about how they can do their work better.

Now, the potential for embarrassment or image disaster is a huge risk for Board and Board members. There is more competition for funding, donor dollars and/or investors - and the funders are smarter - they are asking tougher questions, doing more due diligence before they give an organization their money. In the corporate sector 'return on investment" has always been important - and investors don't want to be surprised by scandal or inability to sustain profitability and innovation advancement. But, in the not-for-profit sectors as well, whether government funding, foundations or individual donors, they are also looking for tangible "return" on their investment -and they want to know that the Boards are ensuring prudent governance so that their funds will have appropriate impact in the community.

It takes more time to be a good Board member these days, and Governors are asking questions to help simplify a complex, difficult and time-consuming part-time endeavour (whether paid or volunteer).

A couple of my recent clients who have wrestled with the Model issue have had some really difficult, time consuming, challenging, emotional, somewhat political, but real - really engaging dialogue. The result is something particularly fitted to the organization, and one that will survive now for many years into the future.

We also need to realize that many of the traditional models provided by lawyers and/or those many of us have grown up with, were established in the 1800's! As mentioned earlier, the demands of 2008 are different than those of even 10 years ago, and even moreso than 200 years ago!

Just adopting a Model and fitting into its template short-circuits the really important introspection and understanding of Governance including things such as: who really is your community to whom you are accountable, and what do they expect?

Well, I suppose that depends on what one defines as the "basic" Governance responsibilities/work! There is the image of a "traditional Board meeting" where the Board assembles and sits around:

• listening to reports from Management
• providing or listening to Board Committee reports
• watch the odd presentation from staff or an external interest group on an initiative
• look at finances of course
• adding their opinions or questioning the presenters about various elements in their reports

BUT, this is not the only work of Governance today!

Critically important and value-adding work of Boards also includes:

* Strategic Sense & Framing for the Organization's future sustainability/growth

• Understanding and dialoguing with Management about the industry/community/client dynamics that will affect the business in the coming 3-5 years
• How we fit into an evolving sector/marketplace
• Identifying likely "shifts' in expectations, considering Scenarios and/or Risks to prepare for in upcoming planning and operational/innovation endeavours
  

*Engagement with Community

• Focusing on the uniqueness of the organization and the 'value' it has to community
• Interfacing personally with community members, influencers, etc. asking questions in an organized manner to really understand how the organization we govern is perceived

* Board as Wise Counsel

• Back to your earlier comment - providing advice to the CEO & Management team
  
  Now we are seeing a tendency for Boards to pull away from Management, provide independence and hold CEO accountable for results. The CEO can be fallible, but not the Board! I think this is a dangerous over-reaction to new legislation, rules, etc.
  
  Also, how does a Board provide meaningful advice to a CEO who lives the business 24/7/365?
  

Most of the work of Governance happens away from the Board table - in Committee work or Community Outreach, or Interaction with Influencers, politicians etc., or in Risk Assessment & Scenario Planning, or in reading/learning the business & industry interconnections/dynamics.

Opinion-rendering or Activist motion-submitting is certainly not Value Add. Neither is wrestling on behalf of a constituency or riding an emotional/personal hobby-horse.

Governance Value today (and Fiduciary responsibility) is much more about collegial exploration and consensus-building about issues of substance that will advance the organization and improve its impact with customers/clients, community members, and shareholders/stakeholders.

I'm not sure that activism is necessarily bad if channelled properly; however I do agree with most
of the above. And, this calls for a different kind of Board member and Board training:

• To be engaged appropriately and in-turn to engage community in dialogue
• To take initiative but with a broad/higher perspective

The CEO's say they would prefer their Boards to be strong and confidently leading the organization and (much as they admit they might regret this strength later) holding their feet to the fire - instead of what seems to be a dependency on the CEO's interpretation of the world. But strength and confidence by a Board and its members HAS to be balanced by comprehensive understanding and diligent work.

To lift up a Board we have to see the organization as a system, within a bigger system of systems. To Banff Executive Leadership's credit - this is where you have been co-creating new perspectives with Boards. Helping Board members see that Boards should be externally focused, shapers of dynamics more widely, and not just reactive in their environment. These explorations of new perspectives bring deeper insight, and thus better dialogue - dialogue that is at a higher level and not just trivial.

Practically speaking, Boards just have to operate differently too. Rethink the Board Agenda, work-out an Annual Board Calendar so that key discussions are spread out throughout the year, and ensure all the important work/perspectives of Governance are attended to on an annual basis.

• Agendas should be constructed with time for learning/development at every meeting
• The way Questions get framed by the Chair in opening a new/existing agenda item need to be carefully considered to lift up the discussion out of the mundane and invite insight.
• Levels of Consensus or similar mechanisms can enhance dialogue and understanding of different perspectives, while allowing for effective time management.
  
  

Exactly right - this is also about good conversation design isn't it? The Chair and Exec Committee need to be sure the Board addresses the important things beyond operations discussion, which are more easily understood and tangible. Another key to lifting the Board up to a higher level of dialogue, is having a thorough Orientation for new Board members. Orientation needs to include:

• Understanding the programs, services, and products of the organization, its client demographics/geographics, key employee leaders and external partnerships, etc.
• How the Board works, committees, decision-making, regular risk and operational issues Board Agendas, and more. These first two are pretty standard (at least the first one), but then to get the Board higher, new Board members need to also understand…
• The Strategic Questions and Issues that the Board is exploring - the background to these questions/issues, the current work being explored and the upcoming dialogue to be undertaken.

In addition to good Orientation, Boards can also have a Strategic Planning Committee - a small group that works with the CEO as a strategic thinking group, to explore various elements, then organize them and develop the background support in order to bring the important questions to the whole Board for their consideration and discussion.

As you know Lyn, I am a big fan of drawing pictures. I have found that Board members typically cannot easily draw a picture of how their organization:

• Fits into the wider industry
• Connects with government and/or
• Interfaces with clients/community In addition, Board members should be able to picture:
• The key client/customer dynamics that are shaping their environment - such as demographic shifts or new trends/expectations
• The key innovation dynamics - where their staff, suppliers and partners might be inventing new services, programs, products; and/or where technology may be driving new opportunities

With a picture in front of them of how the "world connects to them and how the organization works" Boards suddenly find or make time for these kinds of meaningful discussions.

Another challenge to lifting up Board discussions is in the utilization of technology. How many Boards out there do a majority of their meetings by teleconference? Many! So, how do you have a meaningful teleconference dialogue with 15 people? Does silence mean agreement? Or - that you have fallen asleep or that you are doing your emails while on the call?

Using Pictures and better use of technology are both necessary for improved Governance dialogue.

Perhaps we are cramming too much into a form or structure of time and space which is simply inappropriate! Meetings, pre-readings and committee discussions are the normal tools of Governance today. But can we better utilize:

• e-discussions to finish off (or start) something we do in person or over the phone?
• "Discussion Boards" on intra-net sites - remembering that everyone needs to contribute!
• Participative elements which ensure all Board members dialogue
  There seems to be real constraints of time & space for people to pay attention, show-up, and participate. I wonder if we are at the start of some new Governance methods and tools being developed - that would be exciting, wouldn't it?
  
  

Before I forget, as it is certainly something I am integrating into my practice with clients; another tool making its way into the Boardroom is the organizational Scorecard or strategic "Dashboard". This can focus the discussion by Management and the Board on the top-priority issues. They can be made into documents that are:

• Colour-coded
• Based upon Outcomes Measures
• Identify Potential Strategies & Timelines
• Highlight Risks
  

Of course, there is the good up-front work required by Management and the Board to identify Critical Success Factors/Goals, create solid, future-oriented and impact-focused Outcomes Measures. But then this work also helps the Board achieve Accountability, Transparency and Risk Management.

Management does have to now report with more accuracy too.

This requires establishment of milestones and measures that can be reviewed on a Quarterly/Annual basis. This goes back to the Scorecard or Dashboard. Detailed thinking and "so what" discussions then also need to accompany reporting: Do we need to re-think our approach/? Are our targets to modest or too ambitious?

This also allows the Board to make a public commitment to its stakeholders about:

• Direction
• CSF's/Goals
• Outcomes Measures that will make a difference.
  

Far from giving away all its intentions to competitors, this kind of Transparency can further engage community members, clients/customer and staff in a way never before seen. It invites a "partnership for success" mentality and invited ideas and innovation to come to the organization from many sources. This does not have to threaten success or crimp one's competitive advantage!

That's powerful stuff Doug. In this environment, hearing Activity Reports or Exception Reports, is simply not all that compelling when compared to a Scorecard report against Outcomes Measures, and focusing on whether or not the organization in the last quarter has:

• Actually made a difference in the community or for their clients/customers
• Created the impact we aspired towards
• Advanced the organization towards the positioning and Vision it has established
  

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