Landing Softly in Board Succession Dialogue

Thursday, November 9, 2017

 

Soft landings are easy doorways to begin the board succession journey.

 

Let's start with the objectives of board succession planning. Our board succession planning ensures we...

  1. Bring together a group of competent individuals who can make informed decisions in the best interest of the company

  2. Balance past corporate knowledge with competencies for the future

  3. Are representative of the membership and community.

 

Four Soft Landings

There are four soft landings we'll discuss here. Like the puzzle in the illustration above, two are task focused and two are people focused. 

 

 

1. Strategy and Competency

In this landing, we look at skills and ability. Dominant attributes are central to a board’s strategic competence.

 

Strategy Review Matrix

The current strategic plan is reviewed and updated, or a strategy is created (if there is no plan). As part of the strategy review or creation, the board challenges themselves as to where they can add value today, were they could undertake specialised training to add value in the future, or competencies that may need to be recruited. Competency reviews consider predictive trends as well as governing for uncertainty.

 

I use a strategic review matrix. The plan is reviewed through four key objectives; Leadership and Governance, Operational Profitability, Community and Communication, and Facilities and Investment.

 

Competency Matrix

I have designed the Competency Matrix specifically for registered clubs using the four principal tasks of the Board; strategic vision, legal and policy framework, monitoring and evaluating, and learning and leadership.

 

Listing qualifications is the easy part, and to dive deeper on perspectives, a 1-hour interview with each director is held. Perspective is influenced by a combination of three different sets of attributes:

 

  1. Experiential attributes, such as functional experience, industry experience, accomplishments, and education

  2. Demographic attributes, including gender, race, region, and generational cohort

  3. Personal attributes, including personality, interests, and values.

 

2. Governance Culture and Leadership

In this landing, we look at dynamics and relationships, and integrity and motivation. Dominant attributes are central to a board’s leadership style and culture.

 

The first part is reviewing the way the board meets its governance obligations. For example, the culture of preparing for board meetings, adhering to policy, and meeting compliance. The second part is reviewing the culture of such things as language used during meetings, dress codes, attitudes to learning and development, and the social environment of the board.

 

To receive immediate impact from a new board member, the existing board members benefit from understanding how their language and behaviour will build confidence.

 

An example question is; how may tasks unique to your organisation affect how well ‘outsiders’ can adapt to your board? For example, having to work on the raffle, clearing machines in the morning, board’s going ‘off topic’ and becoming a golf/bowls committee meeting, or attending board meetings at 3pm?

 

Leadership

Leadership and how it effects boardroom (and club) culture is a critical review. Studies show that homogenous boards, that is boards who have all the directors looking like and thinking the same as each other, exhibit in-group bias.

 

A leadership review will assist in uncovering in-group bias and put policies in place that will alert the board to groupthink and its inherent risks. Plus, identify the types of leadership you may need to recruit, and prepare the boardroom for diverse perspectives.

 

I approach leadership using the Everything DiSC method from Integro (Keith E. Ayres). Everything DiSC is a personal development assessment that measures an individual's behavioural style.

 

Culture

We review and interview directors on cultural attitudes such as the following;

 

Integrity

Fulfilling a director’s duties and responsibilities, putting the organisation’s interests before personal interests, acting ethically.

 

Curiosity and courage

A director must have the curiosity to ask questions and the courage to persist in asking or to challenge management and fellow board members where necessary.

 

Interpersonal skills

A director must work well in a group, listen well, be tactful but able to communicate their point of view frankly.

 

Genuine interest

In the organisation and its business without attempting to manage.

 

Instinct

Good business instincts and acumen, ability to get to the crux of the issue quickly.

 

An active contributor

There is no room on boards today for those who do not contribute.

 

Time

A director must ensure they have adequate time to devote to the organisation’s affairs and dedicate their time appropriately.

 

 

3. Legal and Policy Framework

In this landing, we look at processes and procedures, and integrity and motivation. Dominant attributes are central to a board’s boardroom operations culture.

 

Constitution

We begin with reviewing the appropriateness of the constitution, specifically the nominations and election clauses. A constitution review needs to start early as it takes time to deliberate and agree on changes, then comply with the necessary laws to pass resolutions.

 

I put forward a survey of questions for current directors to consider. Some questions include; 

  • Is the board of a size that is sufficient to enable it to have the necessary competencies (skills, behaviour, and knowledge) for the club, but small enough to enable effective discussion and decision‐making?

  • What is an appropriate term length in the club’s circumstances? For example, voted annually, biennially, or the triennial rule? 

  • Are there nomination restrictions, such as minimum membership term, a special class of membership that can only nominate or other, and do these restrictions need to be adjusted?

  • Who votes for the chair – the board or the members? Who should vote for the chair?

After current directors have had time to consider the questions, we hold a special board meeting and explore some of the responses. I summarise the key results of the special meeting, then prepare recommendations to be moved and seconded.

 

The CEO or Chair contacts your solicitor to begin to affect the changes. Changes need to be put to members. Therefore, this is done very early in the project. You'll get a good sense of the barriers you may need to navigate over the coming months and the ability to put fact sheets together explaining the changes.

 

Boardroom Operations

I evaluate aspects such as the agenda, board pack, and policy, and conduct a leadership review.

 

Agenda and Board Pack

The board pack is the key source of information for directors prior to a board meeting. The content and quality of board packs are often highlighted as a key area for improvement in board evaluations.

 

The agenda can show me the board’s culture of prioritising. The board pack shows me the general skill level of the board, the quality of the strategy, how financial understanding is valued, and the impact of learning and leadership on decision-making.

 

The board pack coupled with an interview shows me any barriers the CEO is experiencing, whether it is access to working capital, the need to improve monthly financial reporting, or boardroom issues (e.g. a director who makes life very hard for the CEO).

 

Policy

Specifically, we look at policies on the major issues including;

  • Director’s Code of Conduct

  • Board Meeting Agenda

  • Conflict of Interest

  • Confidentiality

  • CEO Dispute or Grievance Resolution

  • Financial Governance

I have written an easy-to-read policy book called 49 Board Policies which we cover extensively in my Applied Director Training.

 

Role of the Chair and other directors

The role of the chair is reviewed as well as the performance of this role. We ensure or write a role description for each director.

 

4. Public Relations and Member Engagement

In this landing, we look at the entire puzzle and how we communicate the board’s value and desirability to other members and the community.

 

The objective is to increase the percentage of members who believe that the board is a place where their contribution would be valued and respected. Always remember that you may not necessarily need someone who is ‘just like you’. Your board may need someone quite different to promote diversity and difference. 

 

Communication strategy

A member engagement program is designed to be communicated in small monthly topics over the year. For example; 

  • Regular news on strategic outcomes to build interest

  • Profile skills and backgrounds of ‘avatar’ members who embody your ideal, so your ideal people can ‘see’ themselves on your board

  • Ask the question of your members with a well-designed advertising strategy; “Have you considered joining our board?”

 

Recruitment Methods and Events

A suitable place to start tapping on the shoulder is with people who are already involved in boards or committees. We design programs that target women as well as Gen-X and Y.

 

We consider a range of advertising methods to attract a wide range of candidates, such as advertising on director search websites. We work with your marketing manager or agent to create compelling in-house marketing collateral and a digital campaign.

 

Event 1 | Governance Training Session

We establish who in your membership or community may possess the attributes and skills you’re looking for. Reach out with a letter inviting them to learn valuable information that will enhance their career. Build their confidence to nominate. 

 

Event 2 | Networking Session

We design a networking event where directors and the CEO can move around the room and get to know people. Invite people from different cultural backgrounds and ages.

 

Nominations and Elections Management

Nominations Pack

We tailor our Nominations Pack with your club’s information. Nominations Pack provides the following documents to assist potential candidates understand the role of the board and directors. It includes:

  • Role of the Board of Directors

  • Position Description | Role of a Director

  • Description of the Strategic Plan

  • Directors Code of Conduct (from Integrated Governance’s 49 Board Policies)

  • Learning and Development expectations

  • Nomination Form for Directorship

  • Statutory Declaration

 
Information and Training Evening

To ensure all candidates understand their roles and responsibilities as well as the expectations of a director of your club, an information evening is held. Again, I have this already prepared for your club.

 

Candidate Profile

A Candidate Profile, which is addition to the official nomination form, ensures members understand the skills, leadership and impact of the people who have nominated are the right people to govern and lead the club.

 

CONTACT SHAYNE LESLIE 0412 241 773

shayne@integratedgovernance.com.au