1. Building Your Board Up
and Keeping it Strong
October 28, 2010
Beth Deazeley, LL.B.
Dr. Richard Leblanc, LL.M.

2. Building Your
Board Up and Introduction
Keeping it
Strong
Beth Deazeley, LL.B.
Principal, Risk Oversight and Governance
Canadian Institute of Chartered Accountants
Dr. Richard Leblanc, LL.M.
Associate Professor, Law, Corporate
Governance and Ethics, York University

3. Building Your
Board Up and
Keeping it
Strong

4. Building Your
Board Up and Board Recruitment, Development
Keeping it
Strong and Assessment
Getting the best people on your board …
and then getting the best out of them
Recruitment
Development
Assessment

5. Building Your
Board Up and Whose responsibility is it?
Keeping it
Strong
• Overall responsibility belongs to full board
• Role of governance and nominating
committee

6. Building Your
Board Up and Dilemma #1
Keeping it
Strong
Small
community
theater
-­‐struggles
to
recruit
directors
-­‐missing
key
skill
sets
on
the
board
• Use
skills
matrix
to
iden8fy
skill
sets
needed
• Develop
detailed
director
profile
and
ac8vely
recruit

7. Building Your
Board Up and Board Recruitment
Keeping it
Strong
Know whom you are looking for
3 questions to ask:
1. Whom do you have to have on the
board?
2. Whom do you want to have on the
board?
3. Whom do you already have on the
board?

8. Building Your
Board Up and Board Recruitment
Keeping it
Strong
Whom do you have to have on the board?
Ø constating documents
Ø governance policies
Ø requirements from funders
Whom do you want to have on the board?
Ø preferred size
Ø board mandate
Ø attributes of board members

9. Board Recruitment
• Overall Skills
movement to Accoun8ng
/
Finance
skills-based Advocacy
/
Communica8ons
recruiting, Development
/
Fundraising
balanced with HR
/
Performance
Management
independence; Legal
/
Regulatory
and director Marke8ng
/
Sales
qualification Resource
/
Project
Management
disclosure. Experience
CEO
/
Leadership
Experience
Industry
/
Sector
Experience
Previous
Board
Experience

10. Building Your
Board Up and Board Recruitment
Keeping it
Strong
Skills
1
2
3
4
5
Accoun8ng
/
Finance
Advocacy
/
Communica8ons
Development
/
Fundraising
HR
/
Performance
Management
Legal
/
Regulatory
Marke8ng
/
Sales
Resource
/
Project
Management
Experience
CEO
/
Leadership
Experience
Industry
/
Sector
Experience
Previous
Board
Experience

11. Building Your
Board Up and Where do we find directors?
Keeping it
Strong
• Members and volunteers
• Contacts and professional networks
• Referral agencies
• Advertising
• Community outreach

12. Building Your
Board Up and Dilemma #2
Keeping it
Strong
Na8onal
ins8tu8on
moving
from
stakeholder
to
skills-­‐based
recrui8ng
-competencies and sub-competencies drive
the profile of incoming directors
• Diversity
and
behaviors
explicitly
considered;
• Industry
knowledge,
risk
management,
stakeholder
rela8ons

13. Building Your
Board Up and Board Recruitment
Keeping it
Strong
Screening directors:
Ø Initial and follow-up contact
Ø Interviews
Ø Reference and background checks

14. Information for Prospective Directors
Information on the Information on being a
organization: director:
• Vision, mission, values • Director position
• Board and committee description
mandates • Terms and renewals
• Programs and activities • Time commitments
• Financial statements • Meeting schedule
• Strategic plan • Committee service
• Major stakeholders requirements
• Board members and • Expectations re: donations
senior staff and fundraising

15. Board Recruitment
Key attributes of good Key behavioral skills of
directors: good directors:
• Commitment and interest • Ability to present opinions
• Objectivity and • Willingness and ability to
independent- listen
mindedness • Ability to ask questions
• Integrity • Flexibility
• Courage • Conflict resolution
• Informed judgment • Dependability
• Perspective
• Analytical skills

16. Building Your
Board Up and Board Recruitment
Keeping it
Strong
Key features of the board recruitment
process:
Ø Transparent
Ø Competency-based
Ø Inclusive
Ø Consistently applied

17. Building Your
Board Up and Board Assessment
Keeping it
Strong
What is board assessment?
• Evaluation of the performance of the
board of directors
• May include evaluation of committees,
board and committee chairs, and
individual directors (self and peer)
What are the benefits?
• Accountability
• Improved performance
• Increased director satisfaction and
engagement

18. Building Your
Board Up and Board Assessment
Keeping it
Strong
Governance problems that can be
uncovered by board assessment:
• Strategic or mission disconnect
• Lack of clarity regarding role, mandates and
accountabilities
• Low board engagement or inability to address
key issues
• Problems relating to donation / funding
stewardship
• Weak oversight of risk, financial reporting or
other areas
• Board leadership and succession planning
• Ineffective committee structure

19. Building Your
Board Up and Board Assessment
Keeping it
Strong
Director performance issues that can be
surfaced by board assessment:
• Lack of motivation or participation
• Conflicts of interest
• Lack of engagement or burnout
• Need for orientation and/or training
• Undue influence from particular individual
or stakeholder group
• Ineffective leadership by board or
committee chairs

20. Building Your
Board Up and Dilemma #3
Keeping it
Strong
Mid-­‐size
provincial
social
services
agency
-role confusion
-underperforming directors and board burn-
out
• Use
director
assessment
to
clarify
roles
and
responsibili8es
of
directors
and
iden8fy
areas
where
orienta8on
and
mentoring
needed
• Use
board
assessment
to
recalibrate
workloads

21. Building Your
Board Up and Board Assessment
Keeping it
Strong
Types of governance assessments:
Ø board
Ø committee
Ø board and committee chairs
Ø individual directors
Roles and responsibilities of:
Ø board as a whole
Ø individual directors
Ø governance committee

22. Building Your
Board Up and Board Assessment
Keeping it
Strong
Techniques and support:
Ø interviews
Ø questionnaires
Ø internally administered v. external advisor
Ø development of assurance standards (UK)
Key issues:
Ø designing questions
Ø objectivity
Ø confidentiality

23. Building Your
Board Up and Board Assessment
Keeping it
Strong
Assessing the board or a committee:
Ø leadership – chair contribution, quality of
committee work
Ø procedures and resources – committee
structure, information flow, agenda setting,
meeting efficiency, resources
Ø dynamics - director behaviour, quality of
discussions
Ø relationships – board, CEO, staff, community
and stakeholders

24. Building Your
Board Up and Board Assessment
Keeping it
Strong
Assessing individual directors:
Ø fulfillment of requirements of position description
Ø contribution of skills and experience for which
recruited
Ø personal qualities and behaviors
Additional considerations when
assessing chairs:
Ø leadership abilities (crucial – more than industry
knowledge (Walker));
Ø fulfillment of chair position description
Ø performance of the committee or board

25. Building Your
Board Up and Turning Around Risk
Keeping it
Strong Management and Tone at
the Top (A and B)
-Assessment of entire board and peer
review, focusing on risk and financial
reporting
-Role of Audit Committee Chair, Board Chair
• Uneven
contribu8on
by
directors;
• Chair
and
director
succession;

26. Building Your
Board Up and Board Assessment
Keeping it
Strong
Assessment follow-through:
Ø providing feedback to directors, the chair
and other stakeholders
Ø acting on the results of board and
committee assessments ~ internal
accountability and role of Governance
Committee / Chair
Ø managing and safeguarding the
information
Ø determining cycles, types and options;

27. Building Your
Board Up and Board Assessment
Keeping it
Strong
Providing feedback to directors and
chairs:
Ø meeting with chair to discuss results
Ø development of plan for improvement
Ø use of results in re-nomination process
Providing feedback on board and
committee assessments:
Ø disclosure and discussion of results
Ø development of a plan for improvement
Ø disclosure to stakeholders

28. Building Your
Board Up and Dilemma #4
Keeping it
Strong
Key
cons8tuency
board
in
risky
sector
-concern is board and peer implementation
-Gov Committee Chair ensures results
followed through and other chairs
accountable
-Directors debrief with Board Chair
-Board Chair debriefs with Gov Cttee Chair

29. Building Your
Board Up and Board Assessment
Keeping it
Strong
Opportunities for improvement:
Ø clarify or revise roles, mandates and responsibilities
Ø fine-tune policies, procedures or committee structure
Ø address potential conflicts of interest / undue
influence
Ø increase board focus on risk oversight, strategy etc.
Ø address problems with organizational / staff
performance
Ø develop a plan for board leadership and succession
Ø identify areas for director development and education
Focus on a few key areas – don’t attempt too much
too soon.

30. Building Your
Board Up and Dilemma #5
Keeping it
Strong
Large-board NFP resulting from merger
-second board review reveals
dissatisfaction
-board retreat, CEO replaced
-peer review this year with chair
debriefing, to affect re-nomination and
decrease size

31. Building Your
Board Up and Board Assessment
Keeping it
Strong
Getting buy-in from the board:
• Remind them they’re already doing it
• Be clear about the purpose, scope and
process for the evaluation
• Start with the full board assessment
• Start individual director assessments with
self-assessment

32. Building Your
Board Up and Cycle of Recruitment,
Keeping it
Strong Development and Assessment
Recruitment
Assessment
Development

33. Building Your
Board Up and Award-Winning Board of
Keeping it
Strong Directors
-Continuous improvement ~ “baby steps”
-Question review by governance staff,
General Council, CEO, Gov. Cttee.
Chair and Board Chair
• Unambiguous
commitment
to
integrity
and
selec8ng
the
right
directors;
• Competency
matrix
under
review;

34. Building Your
Board Up and List of Key Documents
Keeping it
Strong
• Board mandate
• Skills matrix
• Director profile
• Director position description
• Chair position description
• Committee mandates

35. Building Your
Board Up and Where to Find More Information
Keeping it
Strong
• BoardSource www.boardsource.org
• Charity Village www.charityvillage.ca
• CICA Resource Center for Not-for-Profit
Organizations www.cica.ca/npo
• Dalhousie University Non-Profit Sector
Leadership Program
http://collegeofcontinuinged.dal.ca/
• Imagine Canada Nonprofit Library
Commons www.nonprofitscan.ca

36. Building Your
Board Up and Contact Information
Keeping it
Strong
Beth Deazeley, LL.B.
Principal, Risk Oversight and Governance
Canadian Institute of Chartered Accountants
(416) 204-3273
Beth.deazeley@cica.ca
Dr. Richard Leblanc, LL.M.
Associate Professor, Law, Corporate
Governance and Ethics, York University
(416) 736-2100 x 33744
rleblanc@yorku.ca

37. Imagine
Canada
programs
that
support
the
sector.