Emerging Thinking About Board Governance

1. ASO Emerging Thinking About Board Governance Pat Bradshaw, Schulich School of Business

2. ASO Agenda 9:00 to 9:30 Arrivals, coffee and networking 9:30 to 9:45 Welcome, Agenda, Objectives and Ground Rules 9:45 to 10:30 Check-ins and Sharing of Current Leadership Hot Topics 10:30 to 11:00 Presentation by Pat Bradshaw on Governance 11:00 to 11:30 Small Group Discussions 11:30 to 11:45 Sharing of Key Insights 11:45 to 12:00 Wrap-up and Check-outs

3. ASO Objectives 1. Networking, support and fun! 2. Overview of board models and emerging thinking about governance 3. Reflections about implications of the models for your board and for the sector

4. ASO Responsibilities of the Board • Mission Protection • Strategic Planning and Stewardship • Resource Development and Fund Raising • Human Resources and Hiring and Evaluation of the ED/CEO • Community Relations, Environmental Scanning and Outreach • Accountability/ Fiduciary Responsibilities • Self Assessment and Board Evaluation • Ambassadorial and Legitimating

5. ASO What is “Governance”? • Governance is one of the most frequently used and least understood terms in use today • We act on the assumption that it is important but are we confusing leadership, management and governance?

6. ASO Chait, Ryan and Taylor • Governance as Leadership - Three Modes Type 1 Fiduciary Type 3 Strategic Type 2 Generative

7. ASO Bradshaw’s Definitions • Governance and Leadership are defined as follows and they are different “functions” that must be performed somewhere in the organization • Leadership - Creating the compelling vision or story for the organization • Management - Implementing the Vision • Governance - “Loyal Opposition” and challenging the vision • http://www.camagazine.com/index.cfm?ci_id=6608&la_id=1

8. ASO What Researchers Know • Correlation between board and organizational effectiveness • The governance function is important • Nonprofits go through predictable life cycles and stages of governance • There is a power dynamics between board and staff • There is no normative best model • Search for new models and metaphors • Power of a contingency framework

9. ASO Wood’s Life Cycle Model • Founding Period • Super-Managing Phase • Corporate Phase • Ratifying Phase

10. ASO Carver Model • Role of the board is trustee not volunteer-helper or watchdog-controller • Focus on the vision and not become short-term, reactive and swamped in details • Set guidelines or policies and clearly differentiate roles of board and staff • Set the ends and the means

11. ASO Typology of Power Relations • Rubber Stamp/CEO Dominated • Fractionalized • Chair Dominated • Disorganized • Alternative/ Power Sharing

12. ASO A Contingency Perspective • Choice of an Ideal Governance Model depends on: • Environment • Decision Maker’s World View • Structure/ Power Relations • Strategy • Technology • Organizational Culture

13. ASO Simple Policy Governance Configuration Entrepreneurial Governance Configuration Hybrid Stable Turbulent Emergent Cellular Governance Configuration Constituency or Federated Governance Configuration Complex Typology of Governance Configurations

14. ASO Policy Governance Configuration of Board Characteristics and Processes • more formalization (e.g. clear agendas, policies well established) • more formal committees (e.g. fixed structures with clear mandates) • clarity of roles and responsibilities between board and staff • larger size • more homogeneity of board members • more bureaucratic and hierarchical • traditional/ mainstream ideology (e.g. taken for granted assumptions about legitimacy of existing power relationships and little focused on change) • proactive and long term strategic planning processes, board tends to approve rather than participate in creation of the plan, defender strategy

15. ASO Entrepreneurial Board Configuration • less formalization (e.g. fewer policies and less bureaucracy) • less bureaucratic and more action oriented and “business like” • fewer committees • smaller size • less clarity of roles and responsibilities (e.g. overlap of board and staff roles) • more focus on efficiency and getting the work done • more centralized • more emergent strategic planning processes with board and staff participation, more prospector approach to strategy

16. ASO Constituency Configuration • more formalization (e.g. clear agendas, policies well established) • more formal committees (e.g. fixed structures with clear mandates) • clarity of roles and responsibilities between board and staff • more diverse membership (e.g. elected representatives from membership, constituency representation etc.) • larger size • more conflict about the mission and the need to represent various constituents • more decentralization • proactive strategic planning processes

17. ASO Emergent Cellular Configuration • less formalization e.g. informal board practices • fewer fixed committees and more fluid with task forces and temporary committees • more diverse membership (attempt to be inclusive of multiple stakeholders and constituents) • more alternative or non-mainstream ideologies (e.g. feminist, anti-oppression and social justice) • smaller board size • more decentralized and less hierarchical • emergent strategic planning processes and board staff and sometimes community impact into the process

18. ASO Environment stable---------------------- Power Relations centralized--------------- Values/Ideology traditional----------------- Strategy proactive------------------ Structure Hierarchical-------------- ------------turbulent ------------decentralized ------------alternative ------------emergent ------------heterarchy Contingency Model/ “It All Depends”

19. ASO David Renz Reframing Governance • Seeing emergence of new governance models at new levels • Systems perspective • Focus on Community Needs • Interorganizational alliances and networks of relationships

20. ASO Results of a National Survey of Diversity on Canadian Nonprofit Boards Patricia Bradshaw & Christopher Fredette

21. ASO Context of the Study According to the 2001 census, 28% of the total population was born outside of Canada, which is the highest level in 70 years (Badets, 2003). An aging population, declining birth rates and global competition for talent pose a threat to organizations looking to attract top talent to lead them to future success (Parris, Cowan & Huggett, 2006). The Conference Board of Canada predicts that members of visible minorities will comprise approximately 20 percent of the population and approximately 18 percent of the workforce by 2016 (Antunes et. al, 2006). Literature is largely normative and speculative with many creative suggestions for enhancing diversity and empirical work is largely fragmented and contested.

22. ASO Sample • National Survey of Canadian nonprofit organizations • Membership of Imagine Canada with 30% response rate (n = 236) • Respondent was ED/CEO or Board Chair • Large organizations (mean budget $981,426) • Average age 42 years • Median number of full time staff of 11 • Mostly located in Ontario • 26% in health and 25% in social welfare

23. ASO Composition of the Boards Women hold almost 44% of seats on boards

24. ASO Executive Director Ethnic Origin/ Visible Minority Status

25. ASO Functional inclusion - goal-driven and purposeful strategies for increased inclusion of individuals identified as from diverse or traditionally marginalized communities. Social inclusion – participation in the interpersonal dynamics and cultural fabric of the board based on meaningful relational connections and authentic engagement as whole-members of the board, avoiding marginalization and alienation.

26. ASO Inclusion

27. ASO Approaches to Functional Inclusion

28. ASO Social Inclusion • mentorship and coaching, orientation practices and other group building processes such as retreats and workshops • holding meetings at times and in locations where everyone could attend (e.g. in locations with elevators in order to be accessible to those with physical disabilities, with signing for the deaf, or on days that accommodate religious holidays) • food served accommodated dietary restrictions and cultural preferences of different members. • sensitivity to use of humour and ensuring that conversations about sports teams and summer cottages not marginalizing or silencing people or exhibiting unconscious privilege • strong and welcoming organizational culture was depicted as another way of increasing feelings of inclusion

29. ASO

30. Nested Governance: Preliminary Thoughts Pat Bradshaw Schulich School of Business, York University, Toronto

31. MS Society Board Discussion Latest Academic Thinking about Governance • “Boards are Dead….Long Live Governance” • Governance is a set of Functions that can be separated from the structure of the autonomous and independent board • Latest research is on complex governance structures, such as federations and other nested configurations, but we are in early stages of that research

32. MS Society Board Discussion Nested Governance

33. MS Society Board Discussion Challenges - System Blindness • spatial blindness--where we see the part but not the whole • temporal blindness--where we see the present but not the past • relational blindness--where we miss the reoccurring patterns of relationship between groups • process blindness--where we miss the common patterns of social behavior occurring within a group. • From Barry Oshry

34. MS Society Board Discussion Complex Governance Structures • Central organization with semi-autonomous local organizations that affiliate together • History is important (formed by collaboration of autonomous local organizations or through the differentiation of a single, central organization) • Combine the potential for flexibility and overall effectiveness – with tensions! “To the extent that organizations have decentralized and relatively autonomous decision centers, they can adapt to environmental changes quickly, in accordance with local needs and pressures. On the other hand with centralized organizations, once they do recognize environmental pressures require changes, the rate of change may be much faster.”

35. MS Society Board Discussion Existing Thinking – No Normative Ideal Model! • Denis Young and Associates • Nested governance structures are complex, tension filled and challenging • They fall into more than one structural configuration and there is a role for Strategic Choices regarding which form is selected given the external environment • Contingency variables that are related to effectiveness include: • Leadership • Organizational Identity • Structure • Strategy • History • Mission/Objectives

36. MS Society Board Discussion Mapping Types of Multi – Organizations (Cornforth, 2010) Central Control Federation Unitary Corporation Corporation with Subsidiaries Confederation Non-Standardized Standardized Trade Association Umbrella Body Networks/Alliances “Franchise” Local Control

37. MS Society Board Discussion David Brown – Architecture Federations Confederations

38. MS Society Board Discussion Assessing Structures • Flexibility and responsiveness to local needs • Democratic decision making, inclusive and able to accommodate conflict amongst constituents • Balanced participation from different regions • Overall Impact (Networking, Convening, Information Sharing, Advocacy, Brokering, Service Provision)

39. MS Society Board Discussion Across Level Processes to Consider • Clarification of the Mission (often embedded duality with conflict or an integrating metaphor) • Processes to Share Governance via Clarifying Roles & Responsibilities • Accountability • Brand Safeguarding • Mechanisms for Association and for Disassociation • Conflict Resolution • Communication processes (Board to Board and Board to Staff and Staff to Staff) • Resource Sharing

40. MS Society Board Discussion Emerging Governance Research Facilitating – Directing - Disengaging • Staffing Considerations – staff who can transitions and translate the mission • Orchestrating Communications – use of technology, meetings, and groups/boards • Standard setting – unifying rules and procedures • Unifying Rhetoric – common vision and limits to local discourses

41. MS Society Board Discussion Nested Governance – Paradoxical?