SAE Board of Directors Governance Process

1. SAE Board of Directors Governance Process Strategic Direction Vision & Objectives Board’s Governance Process Board’s Relationships With Operating Boards/ Committees Limitations on Its Delegation

2. Agenda . . . • The What and Why of SAE’s Governance • Review governance model and SAE’s approach to policy setting • Use of the Policy Manual to clarify roles and empower: • Operating Boards • Committees • Staff • Q & A • Applied governance exercise

3. Governance Leadership • Assure effective and timely decision making to meet member needs in this period of rapid change.

4. The Board’s Governance Process • Is owned by the Board • Provides the Board with a leadership process that: • Assures Board meets its responsibility to members • Requires Board to set direction and policies of SAE • Empowers operating boards, committees, and staff to function within those policies • Expects Board not to do operating board, committee, or staff work • Allows SAE to meet changing needs of customers in a timely manner

5. The Board’s Governance Policy Manual . . . • A powerful leadership tool which: • Sets the vision/strategic direction • Clarifies roles and responsibilities • Simplifies decision making • Empowers operating boards, committees, and staff to respond to change

6. Basic Principles of Governance Policy • Board sets policies of organization • Empowerment of organization • Climate of trust, respect, and teamwork • Total quality management • Policy Manual is a living document • Any reasonable interpretation permitted • Today’s environment of rapid change necessitates timely decision making • Board sets its own agenda in a rational manner

7. Governance Policy Leads to Success • Growth of SAE • Fiscal stability of SAE • Innovation and creativity by OBCs • Global successes

8. Agenda . . . • The What and Why of SAE’s Governance • Review governance model and SAE’s approach to policy setting • Use of the Policy Manual to clarify roles and empower: • Operating Boards • Committees • Staff • Q & A • Applied governance exercise

9. Purpose Articles of Incorporation Bylaws Vision & Objectives Policies Limitations, Relationships, Governance Policies Operating Boards/Committees Strategic Plans Annual Business Plan Documents Hierarchy

10. Purpose Articles of Incorporation Bylaws Vision & Objectives Policies Limitations, Relationships, Governance Policies Operating Boards/Committees Strategic Plans Annual Business Plan Documents Hierarchy Member Owned Board Owned Operating Board, Committee Owned

11. Governance Policy Manual • Strategic Direction • Vision • Objectives (Ends) • Strategic Initiatives of the Board • Sub-Objectives (Sub-Ends) • Means – How SAE operates • Board’s Governance Process • OBC responsibilities • OBC limitations • Staff responsibilities • Staff limitations

12. Governing with Policy • Four Policy Types encompass ALL Board policies and describe SAE’s values at the broadest level

13. Board Vision & Objectives Governance Process Relationships Limitations Leadership Four Policy Types

14. Governance Process Relationships Limitations • Vision & Objectives/Sub-Objectives • Provide Strategic direction • Empower OBCs and staff Vision & Objectives Board Leadership

15. Governance Process Vision & Objectives MEANS Relationships Limitations

16. GOVERNANCE PROCESS • Define the Board’s job • Describe how the Board governs Vision & Objectives Governance Process Board Leadership Relationships Limitations

17. Governance Process Vision & Objectives Board Leadership Relationships Limitations RELATIONSHIPS - Clarify roles and responsibilities - Answer who’s responsible for what

18. Vision & Objectives Governance Process Board Leadership Relationships Limitations • LIMITATIONS • Provide empowerment • Describe unacceptable actions

19. Agenda . . . • The What and Why of SAE’s Governance • Review governance model and SAE’s approach to policy setting • Use of the Policy Manual to clarify roles and empower: • Operating Boards • Committees • Staff • Q & A • Applied governance exercise

20. The Board’s Job . . . • Write policies • Assure/monitor performance against policy • Provide leadership/communication • Establish nomination and election process • Approve selected awards • Fill Board positions resulting from vacated elected offices • Ambassadors for SAE support

21. Governance Process Policies – How the Board Performs its’ Job • Teamwork • Proactive and empowerment • Focus on customer needs • Continuous process improvement • Uses short-term focused subteams to increase productivity

22. EVP/Staff Job . . . • Share responsibility with the operating boards and committees for the achievement of the Objectives (Ends). • Presidential focus area support, Competent staff, Succession plan • Assure fiscal stability and viability. • Identification and communication to the Board of strategic opportunities for SAE. • Maintain safety of SAE assets. • Provide accurate and timely inclusive information on SAE operations. • In cooperation with the President, maintain favorable perception of SAE among key leaders in the mobility community. • Serve as mechanism for official corporate communications. • Enhance image of the president as SAE’s leader and spokesperson.

23. Operating Board, Committee, Staff Job . . . • Achieve the Objectives, Sub-Objectives, and specified job products. • Interpret and operate within Board policies • Partner with other operating boards, staff, and external organizations. • Monitor performance by providing monitoring data to the Board. • Identify new strategic opportunities.

24. Board’s Agenda • Annually developed by the Board • For each meeting, the Board Agenda Planning Team sets agenda • In accordance with annual agenda • With input from Board at previous meeting

25. Board’s Business is . . . • Challenge organization to advance “the mobility community to serve humanity.” • Set strategic direction of Society • Specify job products of boards and committees • Assure performance of boards and committees • Define the means within which OBCs are to achieve Vision and Objectives • Describe SAE’s Values

26. Board Policies Filter Out Non-Board Business Finances Leases Procedures Budgets Objectives Personnel Data Reports Changing Board Process Modify Policy Manual Visioning Relationships Progress Monitoring Strategic Direction Board Agendas

27. Any Questions?