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  • 1. Canadian Dairy Co-op Governance Training and Development Program Leadership in Governance: by Farmers for Farmers The Canadian Dairy and Agricultural Co-operative Governance Training and Development Program Page 2
  • 2. Canadian Dairy Co-op Governance Training and Development Program Table of Contents BACKGROUND............................................................................................................................................. 5 Aims........................................................................................................................................................................................... 5 Objectives................................................................................................................................................................................ 5 Benefits..................................................................................................................................................................................... 6 The Foundation Program....................................................................................................................................................... 6 Advanced Program................................................................................................................................................................ 7 Our Approach to Learning.................................................................................................................................................... 7 Foundational Capabilities Included in the Program........................................................................................................ 7 Lead Organizations............................................................................................................................................................... 9 Gay Lea Foods Co-operative........................................................................................................................................ 9 Canadian Co-operative Association............................................................................................................................. 9 Partner Organizations......................................................................................................................................................... 10 Brown Governance Inc................................................................................................................................................... 10 The Foundation Program.................................................................................................................................................... 11 MODULE ONE: THE ROLES AND RESPONSIBILITIES OF THE DELEGATES, DIRECTOR AND THE BOARD...........12 Learning Objectives............................................................................................................................................................. 12 Indicative Program......................................................................................................................................................... 12 MODULE TWO: COMMUNICATION SKILLS........................................................................................14 Learning Objectives............................................................................................................................................................. 14 Indicative Program......................................................................................................................................................... 14 MODULE THREE: DAIRY CO-OPS IN THE WIDER CO-OP MOVEMENT IN CANADA AND GLOBALLY...............16 Objectives.............................................................................................................................................................................. 16 Indicative Program......................................................................................................................................................... 16 MODULE FOUR: FINANCE FOR NON-FINANCIAL DIRECTORS I....................................................17 Learning Objectives............................................................................................................................................................. 17 MODULE FIVE: FINANCE FOR NON-FINANCIAL DIRECTORS II.......................................................19 Learning Objectives............................................................................................................................................................. 19 Indicative Program......................................................................................................................................................... 19 MODULE SIX: STRATEGIC BUSINESS DIRECTION.............................................................................. 21 Learning Objectives............................................................................................................................................................. 21 Indicative Program......................................................................................................................................................... 21 MODULE SEVEN: IMPROVING BOARD EFFECTIVENESS...................................................................23 Learning Objectives............................................................................................................................................................. 23 Indicative Program......................................................................................................................................................... 23 MODULE EIGHT: CHAIRMANSHIP SKILLS.............................................................................................25 Objectives.............................................................................................................................................................................. 25 Indicative Program......................................................................................................................................................... 25 Page 3
  • 3. Canadian Dairy Co-op Governance Training and Development Program CORPORATE GOVERNANCE 2 (FARMER-DIRECTORS ONLY).........................................................26 Learning Objectives............................................................................................................................................................. 26 Course elements.............................................................................................................................................................. 26 Page 4
  • 4. Canadian Dairy Co-op Governance Training and Development Program Leadership in Governance: by Farmers for Farmers BACKGROUND Gay Lea Foods Co-operative and the Canadian Co-operative Association (CCA) have been working in partnership to develop and implement a delegate and director training and development program. The primary aim of the Training and Development Program is to ensure that dairy co-operatives and other farmer-controlled agricultural businesses within the dairy sector have the skills, knowledge, attitude and capabilities amongst current delegate representatives and farmer-directors as well as aspiring delegates and directors to fully contribute to the delivery of business plans and strategies through excellence in corporate governance and member communications. Gay Lea in partnership with CCA undertook a training needs analysis of the directors and delegates in May 2008. In addition, delegates and directors were asked to provide feedback on a proposed delegate and director development program. Based on this feedback and extensive consultation between Gay Lea and CCA, a comprehensive training and development program has been developed which meets the needs of current and future farmer-directors and delegates well as providing opportunities for developing leadership in rural communities across Canada. Aims The key aim of the Training and Development Program is to ensure those dairy co-operatives and other farmer-controlled agricultural businesses within the dairy sector have the skills, knowledge, attitude and capabilities amongst delegate representatives and farmer-directors as well as aspiring delegates and directors to fully contribute to the delivery of business plans and strategies through excellence in corporate governance and member communications. Objectives Specific objectives of the Training and Development Program are as follows: To develop and implement a challenging, multi-tiered Training and Development Program which meets the training and development needs of current and prospective delegate representatives and directors. To encourage members to stand for office by providing an incentive to get involved and provide the mechanism by which members can take on higher degrees of responsibility through the delegate body and the board. To improve the confidence of all individual members in the management and governance capability of their elected representatives. Page 5
  • 5. Canadian Dairy Co-op Governance Training and Development Program To demonstrate the benefits of the co-operative model and values as well as participating within the delegate and board structures to members and non-members. To incorporate co-operative values in to traditional director training programmes and promoting the benefits of farmer co-operation in Canadian agriculture Benefits The benefits for the individual farmers participating on the program are that by its end they will have: all the skills and competence required to fulfill the role of board and delegate representatives and to assist them in any move towards the main board an excellent knowledge of the function of corporate governance and how it operates within the co-operative business structure a good knowledge of business finance and the tools and know-how to use financial information appropriately an exemplary knowledge of the national and international dairy sector and the role that farmer co-operation can fulfill within it a commitment to developing leadership skills and continuing personal and professional development within dairy co-operatives, agricultural co-operatives in general and rural communities excellent all-round communication and media skills a sound understanding of business management and development, and of the role that farmer-members have in supporting the business a good understanding of their own personal strengths and weaknesses and be able to continually develop themselves to meet their future needs The Foundation Program The Foundation Program addresses the gap between actual and required levels of performance for current and aspiring farmer-directors and delegates. The composition of the modular program is based on the experience of previous training and development programs as well as feedback from Gay Lea Foods Co- operative and the experience and knowledge of the Canadian Co-operative Association and Brown Governance Inc. The program is comprised of the following 1 day training modules: The Roles and Responsibilities of Delegates, Directors and the Board Communications Dairy Co-ops in the Wider Co-op Movement in Canada and Globally Strategic Business Direction Finance for Non-Financial Directors I and II Improving Board Effectiveness Chairmanship Skills Corporate Governance II (Governance Master Class – Directors only) Page 6
  • 6. Canadian Dairy Co-op Governance Training and Development Program The Foundation program has been developed by the Canadian Co-operative Association, Gay Lea Foods Training and Development Committee and Brown Governance Inc using a range of materials, tools, expertise and experience to develop a program which meets the needs of farmer-directors and delegates in the dairy sector and the broader agricultural industry. Advanced Program The Advanced Program will focus on Establishing a baseline or foundation of knowledge, skills and attitude amongst the delegates and directors; and Establishing a framework by which potential directors (from delegates and members) would invest greater time and resources to build a higher level development program. The structure of the Advanced Program builds upon the structure adopted under the Foundation Program. The Advanced Program will adopt 6 key topic areas to be addressed: Board Level Leadership Corporate Governance 3 Finance 2 Communications 2 Advanced Business 1 Advanced Business 2 The first five courses on the Advanced Program will be 1.5 days in duration beginning with an afternoon presentations and networking dinner followed by a full days training on day 2. The Advanced Business 2 module will be up to 3 days in duration and is a more intensive residential style event. These sessions build the foundations for the case studies which comprise a significant element of the Program. Further details on the Advanced Program will be available in the autumn of 2009. Our Approach to Learning The modules in this program are designed with the adult learner in mind. It includes highly experienced facilitators, educators and governance practitioners in addition to directors in residence. Delivered using a mixture of theory and practice, practical workshops and case studies the content is tailored to specific needs of farmer directors and delegates. Foundational Capabilities Included in the Program Over the course of almost twenty years, Brown Governance has researched and developed comprehensive programs for a number of sectors. During this time they have found that the core capabilities of governance and leadership success that are common across sectors here in Canada and around the world are listed below. Care has therefore been taken to ensure all of these capabilities are included in this program. These eighteen capabilities© are: - Ability to articulate the right roles and responsibilities Page 7
  • 7. Canadian Dairy Co-op Governance Training and Development Program - Ability of the board and management to function effectively together - Ability to ensure accountability of the board and executive - Ability to excel in human resource development - Ability to promote innovation - Ability to change, improve and to learn from the past - Ability to establish a clear sense of purpose, direction, strategy, priorities and criteria - Ability to oversee management and control of resources - Ability to encourage best mix of board members - Ability to effectively measure performance - Ability to effectively accomplish strategic objectives and mission - Ability to achieve financial results and overall success - Ability to collect information with integrity - Ability to effectively communicate: two-way and proactively - Ability to effectively report – transparency, clarity and accountability - Ability to conduct business ethically and professionally and with integrity - Ability to promote environmental best practice - Ability to deal fairly with clients/customers, staff, members and others In addition to these the following co-operative capabilities area also considered as core to the program. - Ability to integrate the understanding, knowledge of and belief in the co-operative model, values and principles - Ability to integrate an understanding of the farming sector and the role and benefits of co-operation in farming Page 8
  • 8. Canadian Dairy Co-op Governance Training and Development Program Lead Organizations GAY LEA FOODS CO-OPERATIVE Gay Lea Foods is the lead partner with CCA on the development and implementation of the project. Gay Lea assists in the design of the overall program, ensure quality control through the Training and Development Committee and act as the pilot organization in the delivery of the program. CANADIAN CO-OPERATIVE ASSOCIATION CCA is the lead coordinating body for this project and is responsible for the development and delivery of the Foundation and Scholarship Programs. As the national association for co-operatives and credit unions in Canada, CCA acts as the lead liaison with other dairy sector groups (co-ops or supply management organizations) who are interested in supporting this project. The Canadian Co-operative Association has built up a reputation amongst its members and partner organizations within the co-operative movement for providing content-rich materials relating to corporate and co-operative governance. It has consistently raised the bar in terms of the system’s understanding and knowledge of the latest thinking and activities relating to governance and the role of the board and directors. Recent activities undertaken by CCA in the governance knowledge include: Publication of Governance Matters (published up to 6 times per year) – the newsletter provides an update on recent activities or issues relating to governance Co-operative Corporate Governance Conference – this event is focused on providing corporate secretaries and staff responsible for board development an opportunity to share best practices, knowledge and information amongst each and learn from acknowledged experts in the field of corporate governance, member relations, communications and co-operative systems. Institute of Co-operative Studies – this event is not solely focused on corporate governance, it is recognized that the Institute provides many opportunities for directors and senior management of co-operatives and credit unions to explore governance issues with the range of co-op system leaders and experts from Canada and the world. Recent reports and surveys on best practices and behaviors in corporate governance amongst its members commissioned by CCA in partnership with Brown Governance Inc. Page 9
  • 9. Canadian Dairy Co-op Governance Training and Development Program Partner Organizations Gay Lea Foods Co-operative and the Canadian Co-operative Association are pleased to be working with a range of partners with expertise in the fields of corporate and co-operative governance and agriculture. These organizations include: BROWN GOVERNANCE INC. Brown Governance is known across North America for working in partnership with others, including CCA, to build governance knowledge, understanding and application. BGI has several years experience working in corporate governance, including significant experience gained in working with boards in the private, public, co-operative and not-for-profit sectors. We understand the challenges and opportunities of co-operative governance and have developed a reputation and expertise in this area. Program delivery and development in an adult learning environment is just part of the expertise they bring to this program. BGI has co-founded the International Corporate Governance Centre, the National Awards in Governance, the Public Enterprise Governance Centre, and the Directors College. In addition Gay Lea Foods Co-operative and the Canadian Co-operative Association will be working alongside organizations who are experts in the fields of governance, training, agriculture and co-operatives including the Ontario Co-operative Association and the Centre for Rural Leadership. Page 10
  • 10. Canadian Dairy Co-op Governance Training and Development Program Program at a Glance The Foundation Program MODULE LEARNING OBJECTIVE, CONTENT AND APPROACH Module One: The Roles Roles and Responsibilities of Directors, Delegates and Management and Responsibilities of Directorship in a Changing World Delegates, Directors and Legal and Constitutional Responsibilities the Board Working Together – Delegates, Board and Management The 4 C’s of Great Directors and Delegates Module Two: The role the board, delegates, members and management in communications Communications Board and Delegate Information Needs and Packages Communication Techniques for Meetings, Presentations and Public Disclosures Emotional Intelligence and Behavioural Aspects of Communication Module Three: Dairy Co- The Co-operative Principles: Applying them to Governance ops in the Wider Co-op Agriculture and Dairy Co-ops in the Canadian and International Co-operative Contexts Movement in Canada and Learning from International Co-operative Perspectives: Europe, US, Australia and New Zealand Globally Corporate Social Responsibility – Understanding the Co-op’s role in the Community – Locally and Globally Module Four: Finance for Roles of the Board and Audit and Finance Committee relative to Financial Statements Non-Financial Directors I Building a culture of oversight (financial) Principles for Financial Accountability (GAAP) What are Financial Literacy and Materiality Understanding Financial Statements, Performance Measurement and Reporting Module Five: Finance for Financial Decision-Making using Structured Financial Analysis, Budgets and Forecasts, and Other Non-Financial Directors II Financial Tools Capital: Investment Decision-Making, Working Capital Management and Sources of Financing Risk Oversight and Internal Control Mergers & Acquisitions Module Six: Strategic The Strategic Leadership Cycle Business Direction Strategic Thinking Versus Strategic Planning Developing Strategic Options and Scenario Planning From Planning to Implementation Module Seven: Improving Board Level Leadership – What Does it Take? Board Effectiveness Compensation of the Board, Delegates and the CEO Succession Planning, Recruiting and Selecting the Board, Delegates and the CEO Board and CEO Evaluation Meeting Management and Board Functioning Module Eight: The Roles, Responsibilities, Skills and Competencies of the Chairman Chairmanship Skills Understanding personality types and how to work with them, including their different problem solving types Chairing Meeting towards Effective Decision-Making Dealing with Dissent and the Non-Performing Director Developing the Group – Team Dynamics Page 11
  • 11. Canadian Dairy Co-op Governance Training and Development Program The Program MODULE ONE: THE ROLES AND RESPONSIBILITIES OF THE DELEGATES, DIRECTOR AND THE BOARD Learning Objectives This module will equip participants with the understanding and ability to: • make an effective contribution to board and business performance • recognise the role and purpose of management, delegates, directors and the board, its responsibilities and duties in relation to Gay Lea Foods • appreciate the features of the board’s corporate governance role and the role of the delegate body • fulfill their obligations under the major laws and regulations applying to Canada including the duties and liabilities of individual directors and the board • appreciate, value and work with diverse individuals on the board and in the delegate body INDICATIVE PROGRAM SESSION LEARNING OBJECTIVE, CONTENT AND APPROACH Welcome & introductions Introductions, objectives and program, roundtable of expectations Roles and Responsibilities of A presentation outlining the various roles and responsibilities, including the Directors, Delegates and differences between management, direction and ownership, will be Management followed by a case study. This case study examines the issues of stewardship, direction setting, planning, control methods specific to the various players on the governance team including the board/directors, delegates, CEO/management, Corporate Secretary, board committees and general membership Participants are expected to come prepared, having read the case study materials. Legal and Constitutional A brief presentation followed by a case study examining key points of Responsibilities corporate governance in the context of Canadian law; Director liabilities and constitutional duties: e.g. qualifications, fair dealing, accounting, personal liability, insolvency, disqualification, code of conduct, conflict of interest. Participants are expected to come prepared, having read the case study materials. Board Structure – the Five Boards have a number of governance options to choose from as they create Page 12
  • 12. Canadian Dairy Co-op Governance Training and Development Program Types of Boards the kind of board that is best for them. There is not a single right answer – but there are some wrong ones! This session outlines five different board types, their strengths and weaknesses and the impact of those structures on the functional responsibilities of board members. In the context of the presentation, participants will discuss what type of board their organization currently is and what type of board they think it should be! Working Together – The co-op can have a very clear articulation of the roles and responsibilities Delegates, Board and yet still not be effective in governance if they are not able to work together. Management A significant part of serving as a co-op delegate or director is the ability to fulfill the roles and responsibilities of the job in a way that is constructive to the organization. This session is designed to allow participants to engage in an interactive exercise and dialogue on boardroom behaviours. The 4 C’s of Great Directors Character, competence, courage and calling are integral to directors and and Delegates delegates fulfilling their roles and responsibilities. This presentation highlights how to ensure these four aspects of good governance. Action Planning Individually identifying and documenting the relevant improvement actions. Page 13
  • 13. Canadian Dairy Co-op Governance Training and Development Program MODULE TWO: COMMUNICATION SKILLS Learning Objectives This module will equip participants with the understanding and ability to: plan, prepare and deliver board and public and public presentations (stage 1) use key principles to improve written communications to various stakeholder groups plan and implement external communications effectively use effective negotiation skills in dealings with members, institutions and other business associates INDICATIVE PROGRAM Welcome & introductions Introductions, objectives and program. The role of the board, delegates, Conceptual presentation and case study members and management in communications Determining information needs and Facilitated dialogue flow of the board, delegates and members Board information packages Case study Preparing for public or board Planning presentations, identifying the purpose, style and subject. Who presentations says what (Board, Delegates, and Management?) Delivering professional Conveying the message with authority, clarity and professionalism. presentations Using audio & visual aids, (including PowerPoint). Using non verbal communication. Presentations at special events The particular planning & delivery factors for seminars, panels & conferences. Fielding and responding competently to audience questions. Who says what (Board, Delegates, and Management?) Preparation for presentations Participants will be briefed to prepare a board level presentation for delivery at the next (Presentation Skills) workshop. Getting your point across to the organization. Internal communication Identifying a number of information gathering strategies. Influencing and persuading others, individually & collectively. Communicating outside the Sending the corporate message. Planning for external communications. organization – the principles of The right message, delivered by the right person, to the right audience, continuous disclosure delivered in the right way, using the right method at the right time. Emotional Intelligence and Self analysis behavioural aspects of Page 14
  • 14. Canadian Dairy Co-op Governance Training and Development Program communication Using negotiation skills Group exercise: identifying alternative negotiation strategies; planning for the four phases of negotiations; using skills and tactics to best effect and applying the appropriate negotiation style. Board communications Communicating the vision, objectives and strategies to different stakeholder groups, to secure support and buy-in – who communicates what (Board? Delegates? Management?.) Communications Protocols Working with policy Action Planning Individually identifying and documenting the relevant improvement actions. Page 15
  • 15. Canadian Dairy Co-op Governance Training and Development Program MODULE THREE: DAIRY CO-OPS IN THE WIDER CO-OP MOVEMENT IN CANADA AND GLOBALLY Objectives This module will equip participants with the understanding and ability to: assess the impact and scale of the Canadian co-operative system with a focus on agriculture and dairy assess the impacts of global issues upon co-op systems and the dairy sector in particular assess trends within governance structures in supply managed vs free market conditions and the strengths and weaknesses of the co-op structures inform the broader membership on the strength of the co-op model and its impact upon Canadian agriculture and rural communities INDICATIVE PROGRAM Welcome & introductions Introductions, objectives and program. The co-operative principles Contextual review Co-operatives in Canada Size, scope, sectors and impacts Co-ops in agriculture and dairy in Size, scope, sectors and impacts Canada Global issues and their impacts on Including consolidation, globalisation, WTO, free markets vs supply dairy co-ops management Governance structures within Analysis of key trends and system outlines for the UK, Holland, different dairy co-ops globally Scandinavia, New Zealand / Australia and the US. Case study analysis Perspectives from Europe, the US, What are the key trends / strategic approaches being developed in Australia and New Zealand developed countries? Identification of strategic trends and the role of co-ops within these marketplaces. Corporate Social Responsibility – Understanding the co-ops roles in the community – Locally and Globally part of the co-op DNA or a public relations exercise? Application Group exercise/case study applying the learning above Action Planning Individually identifying and documenting the relevant improvement actions. Page 16
  • 16. Canadian Dairy Co-op Governance Training and Development Program MODULE FOUR: FINANCE FOR NON-FINANCIAL DIRECTORS I Learning Objectives This module will equip participants with the understanding and ability to: appreciate the key elements of accounting and finance read and understand the primary financial statements: profit and loss account, balance sheet and cash flow statement analyse and interpret information contained within the key financial statements and company reports and accounts use accounting information to inform decision making and improve performance This is a participative course which aims to take the fear out of finance by combining theory with practical exercises and case studies. The emphasis is on developing a practical understanding of how business accounts and finance work together. Indicative Program Welcome, introductions, course Introductions, objectives and program. objectives Roles of the Board and Audit and Presentation and case study Finance Committee relative to Financial Statements Building a culture of oversight Case study (financial) What is financial literacy? Explanation of the financial literacy expectations of directors and delegates What is materiality Q&A around 4 perspectives Accounting principles (GAAP) Presentation and application exercise Key elements of accounting and Explores the difference between accounting and finance and how finance financial information is used in managing a business. Describes fundamental accounting principles and director’s responsibilities. Business structures Highlights the key differences in financial structures and objectives between co-operatives and limited companies. Page 17
  • 17. Canadian Dairy Co-op Governance Training and Development Program Financial accounting statements Describes the primary financial statements - Profit & Loss, Balance Sheet, Cash Flow, financial ratios relative to the sector and how to use them - and the information they contain. Financial reporting • Finding the relevant information contained in company report and accounts and understanding the relationships between the key financial statements, including MD&A and CD&A and how to ensure the board gets the right financial information in the right form from management, and ensuring accountability of financial reporting to delegates and others. Performance measurement Using a structured approach to analyzing the information contained in key financial statements to assess the performance of an enterprise. Identifying and using non-financial key performance indicators. Financial decision making Balancing business and financial objectives. Introduction to using accounting information to improve profitability and efficiency and how to evaluate investment decisions. Action Planning Individually identifying and documenting relevant improvement actions. Page 18
  • 18. Canadian Dairy Co-op Governance Training and Development Program MODULE FIVE: FINANCE FOR NON-FINANCIAL DIRECTORS II Learning Objectives This module will equip participants with the understanding and ability to: use financial information in a structured way to make investment decisions, manage cash flow, improve profitability and increase efficiency appreciate the importance of budgets and forecasts in improving financial performance understand a range of sophisticated financial tools and techniques and how to apply them correctly consider and evaluate a range of funding options for the both the business and capital projects This course builds on the skills and knowledge acquired in Finance for Non-Financial Directors I. This is a participative course which combines theory with practical exercises and case studies. The emphasis is on developing an understanding of a range of finance skills and tools and how to use them appropriately in business situations. INDICATIVE PROGRAM Welcome, introductions, course Introductions, objectives and program. objectives Financial Decision Making Achieving a balance between business and financial objectives. Structured Financial Analysis Understanding the importance of developing a structured approach to analysis of financial information. Budgets and forecasts Preparing budgets and forecast and using them as part of a control system. Capital investment decisions Evaluating capital investment projects with a range of financial appraisal tools including discounted cash flow analysis. Working capital management Managing cash flow and understanding the difference between profit and cash – what questions should the board be asking? What questions should the delegates be asking? Financial structure Choosing between debt and equity and the impact of gearing. Calculating the cost of capital. Sources of finance Raising money to finance the business and capital projects – how management does it. Risk oversight and ensuring internal Case study control (ensuring the strategic plan is adapted and moves forward as risks and opportunities put pressure on it) Mergers & Acquisitions Accounting for acquisitions and valuing companies including the role of Page 19
  • 19. Canadian Dairy Co-op Governance Training and Development Program the board and delegates in the process. Building a culture of oversight 2 Case study (financial) Action Planning Individually identifying and documenting relevant improvement actions. Page 20
  • 20. Canadian Dairy Co-op Governance Training and Development Program MODULE SIX: STRATEGIC BUSINESS DIRECTION Learning Objectives This module will equip participants with the understanding and ability to: decide when and where it is appropriate to apply a strategic approach clarify organization objectives use a range of strategic analysis and planning methods effectively select and implement corporate strategies within their own business field INDICATIVE PROGRAM Welcome, introductions, course Introductions, objectives and program. objectives The strategic leadership cycle Setting the governance context for strategic leadership and planning (Vision setting and strategic for boards, delegates and management planning) Strategic thinking versus strategic Case study planning Introduction to strategic Short trainer input describing the three elements of strategic management including outlining the management: analysis, choice and implementation. The fit between differing roles of delegates, board corporate strategy and business strategy. and management Strategic analysis: The A group task, followed by feedback and review. Delegates will use the environmental audit P.E.S.T. (Political, Economic, Social, and Technological) model to conduct an audit of the business environment. This will encompass legal, financial, demographic, customer, competitor, supplier and technology factors. This will include bringing clarity to where the delegates and board play a role in the process. Strategic analysis Based on comprehensive case-studies, participants will be split into two ‘streams’. One will conduct a comprehensive SWOT analysis, the other will apply Value Chain Analysis. Feedback & review form a board and delegate perspective. Resources analysis Building on the outcome of the SWOT analysis, attention will be focused on an assessment of physical, human, financial, product and intangible resources. The use of key financial ratios used by the board will be explored. Page 21
  • 21. Canadian Dairy Co-op Governance Training and Development Program The business position Product portfolios, lifecycle management and sources of competitive advantage, will be explored. Developing strategic options Brainstorming techniques; generic strategies. Using the same case studies, groups will use various methods to develop a range of strategies. Strategic choice A number of evaluation techniques (qualitative and quantitative) will be described by the trainer and practiced by the participants, in group tasks. The criteria of Feasibility, Suitability and Acceptability will be explored. The relevance of discounted cash flow, cost/benefit analysis, breakeven charts, decision trees and sensitivity analysis will be covered. Implementation Planning. Some key project management techniques will be explored, as a means of helping participants understand how management puts the selected strategies into action. Action Planning Individually identifying and documenting the relevant improvement actions. Page 22
  • 22. Canadian Dairy Co-op Governance Training and Development Program MODULE SEVEN: IMPROVING BOARD EFFECTIVENESS Learning Objectives This module will equip participants with the understanding and ability to: identify the key aspects of good corporate governance review, understand and improve the workings of the board build a balanced team of directors distinguish between board and management responsibilities INDICATIVE PROGRAM Welcome & introductions Introductions, objectives and program. Identifying best practice Analysis exercise: Auditing the board’s current performance. Comparing its organization and conduct. Resolving the issue of optimum board size, structure, meeting frequency and timing. Assessing key director relationships Group task. Which are the critical links in your board? Maximising the contribution of non-executive directors. Strategic responsibilities Specifying the board’s role in strategy formulation, and its implementation. Board level leadership Defining and communicating the businesses mission, vision and values. Establishing the direction. Compensation of the board, Review of current and best practice including a discussion of disclosure delegates and management Succession planning for Why is this important, what are the do’s and don’ts of succession management, board and delegates planning and who should do what? Recruiting and selecting non- Assessing a range of possible approaches: their strengths and executive board members weaknesses. Effective teamwork Group task: The factors which determine effective board teamwork. Process, personality and priorities. Board Evaluation Group exercise CEO Evaluation Group exercise Communication The nature and expectations of internal and external board level communications. Influencing, persuading and negotiating. Board meeting management Managing the contributions of others. Making effective contributions oneself. Understanding group decision-making processes. Page 23
  • 23. Canadian Dairy Co-op Governance Training and Development Program Action Planning Individually identifying and documenting the relevant improvement actions. Page 24
  • 24. Canadian Dairy Co-op Governance Training and Development Program MODULE EIGHT: CHAIRMANSHIP SKILLS Objectives This module will equip participants with the understanding and ability to: assess the scope of a chairman’s responsibilities in a range of zonal group or board situations recognize the role and purpose of the zonal group, its relationship with the Board, and their respective responsibilities and duties lead and chair a meeting effectively plan and run good meetings evaluate their own strengths and development actions as Chairman INDICATIVE PROGRAM Welcome & introductions Introductions, objectives and program. The roles of the chairman Organizational, coordinating, leadership and communication roles. The leadership responsibilities of Case study analysis. The principles of results-oriented leadership at the Chair district, regional or council level. Articulating the vision; securing decisions, focusing activity; monitoring progress. Understanding personality types Self analysis using DISC followed by group exercise and how to work with them, including their different problem solving types Chairing meetings Planning and running effective group and council meetings. Syndicate task. Decision-making Group decision-making processes, their strengths and weaknesses. Group task. Developing the group Assessing and improving group effectiveness; identifying key council relationships. The skill and competences of an Self-assessment exercise: identifying the skills and characteristics which effective chairman will bring competence in the role. Dealing with dissent and the non- Group exercise performing director Action planning Individually identifying and documenting relevant improvement actions. Page 25
  • 25. Canadian Dairy Co-op Governance Training and Development Program Program for Level 2 CORPORATE GOVERNANCE 2 (FARMER-DIRECTORS ONLY) Learning Objectives These modules to be developed will equip participants with the understanding and ability to: appreciate the features of the board’s corporate and co-operative governance role understand the essential differences between direction, management and ownership understand the roles directors play and key director relationships in different types of company and context make use of mind maps and other ways of recording and valuing diversity of thought benchmark the present state and development needs of your strategic thinking capability help plan a structured process for raising the quality of your strategic thinking appreciate the range of strategic thinking tools be more aware of the need for boards to 'time-budget' their strategic thinking develop and change the vision, values and business culture of the organization analyse business opportunities and problems take board level decisions that may be difficult or unpopular spend your time wisely as a director COURSE ELEMENTS The context of directorship The key duties, roles and functional responsibilities of directors The role of the board in successful business operation Legal & constitutional responsibilities Organizational structures Management, direction and ownership Board communication Introduction to strategic business direction Mind-mapping Page 26
  • 26. Canadian Dairy Co-op Governance Training and Development Program Improving board effectiveness Business culture Analysis of business opportunities & problems Taking board decisions Thinking strategically Making best use of consultants Time management Governance Master Class – Q&A Page 27