Board Meeting Planning & Dynamics: The Fundamentals

1. Board Meeting Planning & Dynamics: The Fundamentals IPGA Conference 2013 With Catherine M Raso, CMR Governance Consulting and Carol Gabanna, HRA

2. Two Focus Areas • What the board should accomplish/discuss/talk about • How board meetings should be managed

3. Begin at the Beginning GP #1 (paraphrased) The purpose of the board is to: • Represent the interests of the moral ownership, defined as XXX. • Prescribe the Ends to be achieved • Ensure that the organization achieves the Ends* and does so in ways that are acceptable * a reasonable interpretation of the Board stated Ends

4. Next Steps 1st: Annual Board Calendar (see handout) 2nd: Individual meeting agendas (see handout) What is Board Chair’s role in creating these?

5. Must: Understand the board’s governance philosophy and system very well Ensure that board uses an annual board calendar Set individual board meeting agendas Manage the agenda Design board meeting atmosphere Ensure that board takes responsibility for governance The Board Chair

6. Expectations of Board and Board Members Ultimately: Policy (GP & BMD) Compliance Via: On-Going Board Self-Evaluation

7. Governance Discipline • Preparation • Fully read board package, including system for monitoring reports, etc. • Attendance • Maximize attendance, board size • Consequences of absences, excused or not • Participation • Design board meeting atmosphere • Maximize board member contributions and satisfaction

8. Use a well-planned board agenda based on the long term job of the board • Clarify roles on the board • Board self-evaluation

9. “Good governance is not easy. It is straightforward and, for an accomplished practitioner, perhaps even simple, but it is not easy.” Stay Focused! 9