The document discusses strengthening nonprofit boards. It outlines the journey of one organization from an informal management group to establishing a formal board with the right governance structures and documents in place. Key steps included targeting skilled individuals for the board, creating roles like chief executive, developing strategic plans and policies, and maturing the board through ongoing training and recruitment. The document emphasizes getting the right board mix, clear delegation of powers, and regular communication between the board and staff to strengthen the organization.

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Strengthening Your Board
Leon Mexter, Chief Executive

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• A ‘partnership’ organisation, with a management group who didn’t
know they were a management group
• Agreement to become a company limited by guarantee and charity
• Establishing the Board
– Targeting key individuals
– Sector specific
– Voluntary sector experience
– Political clout within the sector
– Profile
• Creating a Chief Executive
• Getting the paperwork in place
• Strategic and business plan
Our Journey

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• Developing the organisation
– Setting the strategic direction
– Delegating powers
– Board /staff development days
• Maturing
– Board recruitment
• Getting the mix right (its not all about the corporate sector)
– Resources committee
– Developing the Board documentation
• Delegation of powers
• Skills audit
• Recruitment literature
• Being tested
– Stress testing your organisational robustness
– Testing the resolve of trustees, ‘when the going gets tough….
– Coming out a stronger organisation
Our Journey

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• Better paperwork
• Board handbook including
• History
• Values and principles of the organisation
• Roles and responsibilities of a trustee
• Organisational chart
• Mem and arts
• The Essential Trustee, Charity Commission
• Staff handbook
• Three year strategic and business plan
• Board report template: activities; outcomes; issues
• Funding document
• Skills matrix
• Delegation of powers
Our Journey

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• Now
– Young person on the Board. More to come. Link to
advisory group of service users
– New members from other sectors
– Chair who is highly experienced and locally based
– Changed our name and our offices
– Greater use of email < speed needed for decisions, esp.
funding
– Recruitment process < skills matrix
– Bi-annual Board/staff development days
Our Journey

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• Recruitment
– Its not all about the corporate sector
– Open or targeted approaches
• Values and principles
• Complimentary skills
• Information to prospective trustees
– Board handbook
– Staff handbook
– Charity Commission good trustee document
Lessons: Creating
the right Board

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• Understanding and developing the work
– Board/staff development days
– Setting the strategic vision and making sure it is on track
• Delegation of powers
– What the CEO can decide, what the Board need to own
• Regular, clear information
– Work reports
– Management accounts
– Email decisions
Lessons: Maintaining
the Board

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• Role of the board Every company should be headed by an
effective board which is collectively responsible for the success of
the company. The board’s role is to provide entrepreneurial
leadership of the company within a framework of prudent and
effective controls which enables risk to be assessed and managed.
The board should set the company’s strategic aims, ensure the
necessary financial and human resources are in place to meet its
objectives and review management performance. The board
should set the company’s values and standards and ensure that
its obliga0ons to its shareholders and others are understood and
met.
UK Corporate Governance Code
Role of the Board

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• Scrutiny & challenge
• Guardians of the identity (inc. belief in the organisation)
• Relevant skills, knowledge & expertise
• Support
• Advocate for the organisation
• Understand their job
• Keep the organisation in mind in other roles
• Participate actively
• Self-sustaining / managing
• Get behind the strategic plan
• Fight for the organisation
Two Leaders, One Direc4on, 2010
Functions of the
Board

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• Direction for management
• Ethical leadership – culture & values
• Creates a performance culture – without exposing to excessive risk
• Well-informed, high-quality decisions
• Creates the right framework to meet statutory & regulatory
requirements
• Is accountable – particularly to shareholders
• Thinks carefully about governance & evaluates own effectiveness
Guidance on Board Effec4veness, Financial Reportng Council, March 2011
An effective
board…

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• The role of the chair is to lead and manage
the board, to be responsible for se7ng the
board’s agenda and to ensure that mee0ngs
are conducted properly, order is kept, the
agenda is followed, items are discussed and
decisions are made.
Corporate governance, Chartered Institute of Personnel Development (CIPD),
October 2011
Role of the chair

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• Demonstrating ethical leadership
• Setting the board agenda – strategy, performance, value creation, accountability
• Managing timely information
• Identifying & managing risk
• Succession planning
• Leading effective decision making
• Ensuring committees are well structured
• Encouraging engagement from all board members
• Fostering relationships – executive / non-executive team
• Working productively with executive staff, especially the CEO
• Consulting with the senior independent director
• Developing the board – induction, reviews, acting on evaluation
• Development of their role
• Communication with shareholders
Guidance on Board Effec4veness, Financial Reporting Council, March 2011
Role of the chair

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Duties:
• To act within powers set out in memorandum of association
• To promote success of the company •
• To exercise independent judgement •
• To exercise reasonable care, skill & diligence •
• To avoid conflicts of interest • To not accept benefits from third parties •
• To declare interests in proposed transactions or arrangements
Companies Act 2006
Role of Directors

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• As part of their role as members of a unitary board, non-execu4ve directors
should constructively challenge and help develop proposals on strategy.
Nonexecutive directors should scrutinise the performance of management in
meeting agreed goals and objectives and monitor the reporting of performance.
They should satisfy themselves on the integrity of financial information and that
financial controls and systems of risk management are robust and defensible.
They are responsible for determining appropriate levels of remuneration of
executive directors and have a prime role in appointing, and where necessary
removing, executive directors, and in succession planning.
UK Corporate Governance Code, 2010
Role of Directors

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• Integrity
• High ethical standards
• Sound judgement
• Willingness to challenge
• Interpersonal skills
• Confidence
• Ability to deal with conflict effectively
• Behavioural skills
• Listening skills
• Ability to communicate ideas
• Sensitivity, openness & awareness of non-verbal communication
• Persuasiveness
(cont.)
Skills of directors

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• Leadership & self-awareness
• Critical thinking, creativity & strategic awareness
• Business acumen, ability to identify opportunities
• Forward perspective, willingness to embrace change & innovation
• An enquiring & inquisitive mind – ability to assimilate, assess, analyse
• Co-operation & team working
• Facilitation skills • The wider, strategic view
• Political astuteness
• Determination, tenacity, drive
• Keenness to develop – gain knowledge, skills
• Meeting prep & availability
• Problem solving & risk management
• A sense of humour
Guidance on Board Effectiveness, Financial Reporting Council, March 2011
Skills of directors

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Ten commitments:
• 1. Keep everyone focused on mission
• 2. Clearly define & respect each other’s roles
• 3. Avoid territorial behaviour
• 4. Add ‘innovative’ value
• 5. Help to make the board stronger
• 6. Develop a positive dynamic between staff & the board
• 7. Make communications a priority
• 8. Maintain a united front
• 9. Protect & support one another
• 10. Keep passions & emotions in check
The Chair-CEO Rela4onship, Ray & Berndtson, 2005
The Chair-CEO
relationship

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• A shared view of…
• Strategic intent – mandate, vision, mission, objectives
• The company – business & operating model, capacity, strengths & weaknesses
• The world – business environment, competitors, customers, external forces
• The future – forces & events – how they will impact
Together at the top: The critical relationship between the chairman and the
CEO, Ivey Business Journal, 2006
The Chair-CEO
Relationship

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• Support for the role
• Performance management
• Clarity – who does what
• Lead the board
• Advocate for the organisation
Two Leaders, One Direction, 2010 (training for Chairs & CEOs – Association of Chief Executives of Voluntary
Organisations [ACEVO] / Northern Rock Foundation / Cass Business School)
What CEOs want
from Chairs

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• Keep the chair informed – Regular consistent info, evidence
• Assurance
• Lead the team effectively
– – Resources
– – Performance management
• Continually striving for improvement / never satisfied
– – Lead development of the strategic plan
• Resilience / determination / integrity / judgement
• Externally facing
Two Leaders, One Direction, 2010
What Chairs want
from CEOs