Norman D. Bishara, Assistant Professor of Law & Ethics Ross School of Business at the University of Michigan Email:

1. Governance & Accountability in the Third Sector Third Sector Innovation:  Sustainability and Social Impact (ITSSI) Conference August 17, 2007Sao Paulo, Brazil Norman D. Bishara, Assistant Professor of Law & Ethics Ross School of Business at the University of Michigan Email: nbishara@umich.edu

2. Session Outline and Format: I. Introductions II. Presentations: • Moderator: • Norm Bishara, Stephen M. Ross School of Business at the University of Michigan (20-25 Minutes) • Speakers: • Josmar Verillo, Amarribo (20 Minutes) • Ben Powell, Agora Partnership (20 Minutes) • Jesus Garcia, ITS – Instituto de Tecnologia (20 Minutes) • Brief Moderator Wrap-Up (5 Minutes) III. Discussion (30 Minutes) IV. Conclusion

3. I. Introductions • Speakers: • Josmar Verillo, Amarribo • Ben Powell, Agora Partnership • Jesus Garcia, ITS – Instituto de Tecnologia Social • Moderator: • Norm Bishara

4. II. Presentations • A brief word about my background • The goal for comments on governance and accountability • Big picture: background and trends for NGOs • Specific example: board of directors

5. Officers & StaffRun the day-to-day operations of the organization Board of Directors - Manage the business of the organization- Determine the strategy, goals w/in the mission - Delegate authority to director and staff- Select and remove staff, and determine compensation Constituents (recipients of services; may also serve as advisors; broadly conceived) A Model of the Management Structure of a Nonprofit/NGO

6. Big Picture of Governance/Accountability • World Bank Governance Matters Report (2007) • Transparency International’s Corruption Perceptions Index (2006);Corruption & Governance Measurement Tools in Latin American countries (2006) • Trends in Corporate Governance • Also, civil society organization-level challenges

7. Trends in NGO Governance & Accountability • Pressure on NGOs to act more like businesses (social enterprise and the “marketization” of the third sector) • positive or negative? • Changing funding sources and funding environment • Government, regulator & constituent pressure • Globalization and rising status of NGOs • Other (including scandals and IT)

8. Example: High Performing Board of Directors • Why boards? • Accountable to whom? • Internalize and prioritize principals • Operating documents and guidelines • “360 degree” view of stakeholders • Consider a Code of Ethics • Goal of functional transparency • System of reporting and oversight • Focus on member selection • Professionalize the process; professionalize the membership and networking

9. Conclusion • Influences and Trends • fostering governance and accountability • Benefits • Drivers of change and sustainability • Boards and staff systems • Continual follow-up and review • Advantage to well-run and accountable organizations • Next…

10. As we move into the organizational case studies:Key Themes/Questions for the Panel • is there pressure to develop and maintain good governance and accountability practices (and where is that pressure coming from)? • how has your organization evolved with regard to its accountability and governance structures? • how do otherentity’s management structure and internal governance influence your goals? • how do concerns of governance and accountability issues influence decision-making at your organization? • Guidance: which experiences with governance and accountability development have been the most frustrating? The most rewarding?

11. Next… II. Presentations (continued) • Speakers: • Josmar Verillo, Amarribo (20 Minutes) • Ben Powell, Agora Partnership (20 Minutes) • Jesus Garcia, ITS – Instituto de Tecnologia Social (20 Minutes) • Brief Moderator Wrap-Up (5 Minutes) III. Discussion (30 Minutes) IV. Conclusion