Richard Chait Harvard University California Association of Independent Schools 1/27/07

1. Richard Chait Harvard University California Association of Independent Schools 1/27/07 © 2007. Not to be reproduced or distributed without the express permission of the author.

2. Effective boards… • Offer a strategic asset and comparative advantage. • Add value/derive value from meaningful participation in consequential discussions and decisions. • Macrogovern more than micromanage. • Model behaviors trustees expect school to exhibit. • Harness individual talent to collective effort. • Provide leadership as well as stewardship. • Ensure intergenerational equity. GOVERNANCE AS LEADERSHIP

3. What’s the Problem? GOVERNANCE AS LEADERSHIP

4. Core Concepts • Emphasize modes, not tasks, of governance. • Think and work in three different modes. • All three serve important purposes. • Value added increases as board: • Becomes more proficient in more modes; • Does more work in third mode; • Chooses appropriate mode(s) of work. GOVERNANCE AS LEADERSHIP

5. Governance as Leadership Strategic: Type II Generative: Type III Fiduciary: Type I GOVERNANCE AS LEADERSHIP

6. Type I: Fiduciary Mode • Board’s central purpose: • Stewardship of tangible assets • Board’s principal role: • Sentinel • Board’s core work: • Ensure efficient & appropriate use of resources • Ensure legal compliance & fiscal accountability • Ensure accountability • Oversee operations • Select & evaluate CEO GOVERNANCE AS LEADERSHIP

7. Type II: Strategic Mode • Board’s central purpose: • Strategic partnership with senior management • Board’s principal role: • Strategist • Board’s core work: • Scan internal and external environment • Resolve priorities • Review and modify strategic plan • Monitor performance GOVERNANCE AS LEADERSHIP

8. What Is Generative Thinking? • Makes sense of circumstances. • Invites prior questions and alternative hypotheses. • Places perceived problems/opportunities in new light. • Finds and frames new problems and opportunities. • Concerns values, beliefs, and assumptions. • Spawns policy, strategy, and decisions. GOVERNANCE AS LEADERSHIP

9. Where Does Generative Thinking Occur? THE GENERATIVE CURVE Sense-making Problem-framing Opportunity to influence generative work declines as issues are framed and converted into strategies, plans, and tactics. Strategies, Policies Opportunity for Generative Work Plans, Tactics, Execution Time GOVERNANCE AS LEADERSHIP

10. The Generative Curve Understand assumptions of new generation Generative Strategic Fiduciary Align rewards with priorities Opportunity for Generative Work Modify pay plan & hours Time GOVERNANCE AS LEADERSHIP

11. The Generative Curve Reconcile social purpose and business model Generative Strategic Fiduciary Compete on amenities Opportunity for Generative Work Approve new fitness center Time GOVERNANCE AS LEADERSHIP

12. Generative Curves Opportunity for Generative Work Time GOVERNANCE AS LEADERSHIP

13. The Generative Dilemma Generative Curve Trustee involvement lowest where generative opportunity greatest; trustee involvement increases as generative opportunity decreases. Opportunity for Generative Work Typical Board Involvement Curve Time GOVERNANCE AS LEADERSHIP

14. GOVERNANCE AS LEADERSHIP

15. Strategic Values Cost Mission SWOT Space Beliefs Markets Legality Image GOVERNANCE AS LEADERSHIP

16. Separate Perspectives GOVERNANCE AS LEADERSHIP

17. Comparative Perspectives GOVERNANCE AS LEADERSHIP

18. Integrated Perspectives GenerativeStrategicFiduciary GOVERNANCE AS LEADERSHIP

19. State of Readiness • Wear “tri-focals.” • Be on the lookout for generative landmarks. • Situate propositions on the generative curve. • Do business “a la mode.” GOVERNANCE AS LEADERSHIP

20. Look upstream. Look downstream. Generative Strategic Fiduciary GOVERNANCE AS LEADERSHIP

21. Look backward.Look forward. Generative Strategic Fiduciary GOVERNANCE AS LEADERSHIP

22. Looking Backward • What best explains recent successes or setbacks? • If we are what we do, then who are we? • How have we reconciled tradition and innovation? • What’s been this organization’s theory of change? • Where has there been resistance and why? • What’s the storyline that drives the product line? • How are we smarter as board & organization than a year ago? GOVERNANCE AS LEADERSHIP

23. Catalyze. Analyze. Generative Strategic Fiduciary GOVERNANCE AS LEADERSHIP

24. Catalytic Questions • What should we worry about? • What keeps Head awake at night? • What keeps trustees awake at night? • Whom would we serve in what ways if money did not matter? • What do we do peers would not and why? Vice versa? • What’s good for mission, bad for business? Vice versa? • What would we do differently as a for-profit? • On what list, yet to be devised, would we want to rank #1? • What will be this board’s legacy? GOVERNANCE AS LEADERSHIP

25. Organize to discern. Organize to decide. Generative Strategic Fiduciary Generative Strategic Fiduciary GOVERNANCE AS LEADERSHIP

26. Macro-governance Partial control of complete perspective First guess upstream Fusion of thinking Micro-management Complete control of partial perspective Second guess downstream Division of territory Rules of Engagement NEW OLD GOVERNANCE AS LEADERSHIP

27. The Payoff • Empowers the board. • Engages the collective mind. • Exploits board’s assets. • Enriches board’s work. • Enhances board’s performance. Governance as Leadership GOVERNANCE AS LEADERSHIP