1. Breakthrough Strategies
Improving
BOARDROOM RELATIONSHIPS

2. Boardroom relationships
are important
need improving
Assumptions

3. • 25 years of corporate governance focus
 Continued tweaking and refinement
 Focus on structure and process
 More rules and regulation
 Board performance issues persist
 Still focused on old issues and similar solutions
• Overlooked organizational risk
 Board / Management relationship
Premise / Hypothesis

4. • Between Board members
 Conflicting understanding and expectations
 Difficulty getting everyone on the same page
 Reluctance to defer to the group
 Complacency until crisis occurs
 Individualism
 Challenge of group work / decision-making
Relationship Risk

5. • Between Board & Management
 Sharing power and control
 Boardroom double standards
Attendance
Preparation
Conduct
Accountability
Performance
Relationship Risk

6. • Board / Management
 Conflicting loyalties
Mission vs. Minister vs. _____?
 Significant resources for intangible
return
Real value of your Board?
Contribution to your organization’s
success?
Relationship Risk

7. • Systemic governance challenges
 Challenge of group work and decision-making
 Information ownership
 Source of real power and control resides with
Management
 Inherent structural flaw
 Joining hierarchical and horizontal power
structures
Root Causes

8. • Continued focus on structure & process
 Things to which rules can be applied
• Preoccupation on governance inputs
 Juggling regulations, best practices, guidelines
• Difficulty dealing with conflict
 Lack of sufficient trust, confidence, courage
How did we get here?

10. TIME FOR NEW KINDS OF
BOADROOM
CONVERSATIONS
T imely ident ificat ion and
t ack ling of t he t ough is s ues

11. New Questions / A New Posture
 Can the Board fully support status quo?
 If not, what needs to change?
BOARD’S OFTEN “LIVE” SOMEWHERE
BETWEEN THESE QUESTIONS
The Way Forward

12. • Different questions about board performance
• Proactively adopt governance practices
• Apply practices with rigour
 Traditional board evaluations/assessments focus on
structure, process, compliance
 At best, superficial attention given to issues
 No real accountability to act; little impact
 Pro forma produces predictable results
The Way Forward

13. From Inputs to Outcomes
 Governance outcomes in addition to traditional
structural and process inputs
 The Board’s impact as opposed to isolated
practices
 The Board’s value as a strategic asset; and,
 The Board’s tangible contribution to the
Corporation’s success
The Way Forward

14. Other tactics (not strategies)…
 Commit to an explicit boardroom culture
 Tenor and tone of meetings
 The way directors interact/work together
 Director behavioural requirements
 Board and Committee Chairs defer to board needs
ACCOUNTABILITY MECHANISM
The Way Forward

15. Clarity of accountability relationships
• Candid, mission focused consideration of:
Minister to Board
Board to Minister
Board to Management
Management to Board
The Way Forward

16. How are we going to work together?
How are we going to share power and
control?
How are we going to deal with conflict?
The Way Forward
Board/Management relationship

17. The Way Forward
How Board & Management will govern well?
 Stewardship
 Independence
 Transparency
 Stakeholder rights
 Accountability
 Oversight

18. Critical Board
QUESTIONS
THAT RARELY GET ASKED

19. What does governance mean
for your organization?
• Create common understanding about the
primary role of the Board and what it means
to govern
Question #1

20. What would be lost if the
Board ceased to exist?
• Define the unique contribution the
Board makes; the value it brings
Question #2

21. MANAGEMENT
RESPONSIBILITIES
21
BOARD
RESPONSIBILITIES
SHARED OR
OVERLAPPING
RESPONSIBILITIES
Question #3: What is the Board
100% responsible for?

22. What’s the working
relationship between the
Board and the CEO/ED?
• how power will be shared
• how the Board and CO / ED will work together
• how conflict will be addressed
Question #4

23. What is the boardroom
culture?
• How do we choose to go about or work?
• How will Board members conduct themselves
and relate to each other?
• What will the tenor and norm of meetings be?
Question #5

24. Does the Board support the status
quo without reservation? Or,
does something have to change?
• What difficult issues is the Board obligated
to address?
• What steps to get to resolution?
• Including mitigating risk
Question #6

25. What issues are known
but not being addressed
and resolved?
 Elephants in the room
 Sacred cows
Question #7

26. What double standards
exist between the Board
and Staff?
• What leadership inconsistencies/expectations?
• What Board behaviours would not be tolerated of
Management?
Question #8

27. 
What does the Board
aspire to become?
• What does the Board want to be able to say is
true about its value, contribution, etc.?
Final Question

28. TD Canada Trust Centre
55 King Street West, Suite 716
Kitchener, ON N2G 4W1
T: 519-502-0409
W: www.boardgovernance.ca
E: john@boardgovernance.ca