Board Governance 101 (Boissonnault -


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Here is a slide deck that I have used with a number of charities and non-profits related to Board Governance. It highlights the role of the Board and of Management and deals with how roles sometimes become fuzzy.

If you are a Board Member or a CEO/Executive Director of a non-profit and can make use of this content, please do so! Send me a note at with any aha moments or action steps that this slide deck helps you to achieve.

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  • Board Governance 101 (Boissonnault -

    1. 1. Board Governance Presented by: Randy Boissonnault December 2010
    2. 2. Exercise <ul><li>Please list a range of different activities that the organization is responsible for. </li></ul>
    3. 3. The Role of the Board <ul><li>Boards set long term vision, work with management to develop strategic plans, set policy, ensure that systems are in place to minimize risk, assure financial stability and provide fiscal oversight </li></ul>
    4. 4. The Role of the Board - Strategy <ul><li>Adoption of a Corporate Strategic Planning Process </li></ul><ul><ul><li>Need to have Short and Long Term Goals </li></ul></ul><ul><ul><li>Board looks to the CEO or ED for leadership </li></ul></ul><ul><ul><li>Provide objectivity to plans </li></ul></ul><ul><ul><li>Add collective experience and judgement </li></ul></ul><ul><ul><li>Monitor success of implementing strategies and achieving plans </li></ul></ul>
    5. 5. The Role of the Board - Risk and Value <ul><li>Managing Risk and Delivering Value </li></ul><ul><ul><li>Procedures in place to deliver value to clients </li></ul></ul><ul><ul><li>Oversee programs and capital expenditures </li></ul></ul><ul><ul><li>Directors must be familiar with risks inherent to the organization </li></ul></ul><ul><ul><li>Ensure systems are in place to minimize and mitigate risk to preserve the long term stability of the organization </li></ul></ul>
    6. 6. The Role of the Board - Senior Management <ul><li>Appointing, Developing, and Monitoring Senior Management </li></ul><ul><ul><li>Ensure that the organization’s strategies, goals, directions and resolutions are implemented through delegation to management. </li></ul></ul><ul><ul><li>Retain management of the highest calibre </li></ul></ul><ul><ul><li>Ensure systems to assess the performance and contribute to the development of the CEO or ED </li></ul></ul>
    7. 7. The Role of the Board - Communications <ul><li>Communications Policy </li></ul><ul><ul><li>Ensure that the organization has procedures and policies in place to communicate effectively with Directors, Staff, Clients, and Stakeholders Retain management of the highest calibre </li></ul></ul><ul><ul><li>The CEO or ED is directly responsible for the oversight of communications </li></ul></ul>
    8. 8. The Role of the Board - Internal Controls and Information <ul><li>Internal Financial Controls and Management Information Systems </li></ul><ul><ul><li>Financial Reporting </li></ul></ul><ul><ul><li>Audit System </li></ul></ul><ul><ul><li>Personnel Policies, procedures that are compliant </li></ul></ul><ul><ul><li>Systems to monitor and evaluate the implementation of strategy and decisions </li></ul></ul>
    9. 9. The Role of Management <ul><li>Management teams are responsible for day-to-day operations, program development, tactical delivery and execution of the strategic plan, financial reporting and monitoring, identifying and mitigating risks, and delivering services to clients </li></ul>
    10. 10. Role Fuzziness <ul><li>How do well-meaning volunteers and talented professionals stray into fuzziness around their role as directors? </li></ul>
    11. 11. Key Contributors to Fuzziness <ul><li>Lack of Board Experience </li></ul><ul><li>Lack of Committee Structure </li></ul><ul><li>Lack of Experience with Running Effective Meetings </li></ul><ul><li>Board Members who Care </li></ul><ul><ul><li>Too Little </li></ul></ul><ul><ul><li>Too Much </li></ul></ul><ul><li>Single Issue Board Members </li></ul><ul><li>Board Members who want to be involved in operations </li></ul>
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