Dont Get Board Know Your Role The duties and responsibilities
of the Board and Directors
Slide 2
It Starts at the Top As the Board goes, so goes the company The
Directors carry the responsibility to ensure the Board is operating
efficiently and effectively. 4/16/2015CAHRMA Conference
Presentation
Slide 3
Elders versus Directors As you look at how Boards operate, I
see a lot of similarities to the Aboriginal culture and how elders
were the guiding influence to decisions and how the community moved
forward. Elders passed on their wisdom and experience and boards
should do the same. 4/16/2015CAHRMA Conference Presentation
Slide 4
Lets Take a Look at What Not To Do! Heres a clip from the comic
strip Dilbert showing how some Boards seem to operate.
4/16/2015CAHRMA Conference Presentation
Slide 5
4/16/2015CAHRMA Conference Presentation
Slide 6
Whats the Boards Job At its simplest, the Board is responsible
for the direction and protection of the company. The Board
oversees, it does not manage. Ultimately, if something goes wrong,
it is the Boards responsibility. 4/16/2015CAHRMA Conference
Presentation
Slide 7
Where do you go now? 4/16/2015CAHRMA Conference Presentation
Lets take a look at another video that starts to explain the Boards
role and responsibilities.
Slide 8
4/16/2015CAHRMA Conference Presentation
Slide 9
1. Set Strategic Direction Decide what the company should do.
Decide how it should do it. In what time frame? In what way?
4/16/2015CAHRMA Conference Presentation
Slide 10
2. Obtaining Resources It is the job of the Board to make sure
the company has what it needs to have, in order to do what it needs
to do. 4/16/2015CAHRMA Conference Presentation
Slide 11
3. Monitor Performance Make sure youre on track. Have some
clever KPIs (key performance indicators). Things that you know will
tell you that people are doing what they need to do. Make sure that
you measure things that count. 4/16/2015CAHRMA Conference
Presentation
Slide 12
4. Make Sure You Are Managing Risk Includes compliance
Understanding what could go wrong. Understanding what could cause
it to go wrong. Understanding what could prevent it from going
wrong. Making sure you have policies and procedures in place to
manage those risks effectively. 4/16/2015CAHRMA Conference
Presentation
Slide 13
5. Provide Accountability Make sure that you report to your
shareholders. Report in a transparent and open fashion and in a
timely manner about the performance of the company. 4/16/2015CAHRMA
Conference Presentation
Slide 14
Directors Liability Directors of a corporation are jointly and
severally, or solidarily, liable to employees of the corporation
for all debts not exceeding six months wages payable to each such
employee for services performed for the corporation while they are
such directors respectively. Section 119 (1) of the Canada Business
Corporations Act 4/16/2015CAHRMA Conference Presentation
Slide 15
Canada Business Corporations Act There are a number of
definitions within the Act that define the personal liability that
is assigned to directors of the corporation. As a director, it is
very important that you understand the business before you and make
decisions that are in the best interests of the ownership.
4/16/2015CAHRMA Conference Presentation
Slide 16
Jim Brown The Imperfect Board Member It is obvious that having
the skills and knowledge to perform as a smart board is not enough.
It is also important that boards be healthy. By this, we refer to
issues including the level of trust and candor that exists at the
board, the clarity of the respective roles of board and management,
the relationship dynamics within the board, and the determination
of the directors to subordinate their personal interests and serve
the interests of the shareholders or members. 4/16/2015CAHRMA
Conference Presentation
Slide 17
The Imperfect Board Member The boards position is not
management one step up, its ownership one step down. Jim Brown
4/16/2015CAHRMA Conference Presentation
Slide 18
Seven Disciplines of Governance Excellence DIRECT
Organizational Performance The most fundamental discipline of a
board of directors is to direct the organization for high
performance. Directing is a proactive discipline, focused on the
future. 4/16/2015CAHRMA Conference Presentation
Slide 19
2 nd Discipline PROTECT Organizational Performance The board is
responsible to protect the interests of the owners. Boards are
assembled to act as trustees on behalf of the owners they
represent, be they stockholders or members or taxpayers in the
community. 4/16/2015CAHRMA Conference Presentation
Slide 20
3 rd Discipline RESPECT Owner Expectations The essence of a
boards job is to direct and protect the organization in the
interests of the owners. It follows that being clear about who your
owners are and what they are expecting is paramount to governing
well. 4/16/2015CAHRMA Conference Presentation
Slide 21
4 th Discipline REFLECT On Organizational Results It is common
for boards to react either favorably or disparagingly when they
learn of recent results of the organization. However, rather than
react, the best response of the board is to take time to reflect.
4/16/2015CAHRMA Conference Presentation
Slide 22
5 th Discipline SELECT Your Prominent Leadership The people you
choose to be officers and directors are very important, because
everyone associated with the organization is affected by the
results these prominent leaders achieve and the impressions they
project. Strong, confident, competent leaders enhance the
organization and its potential for the future. 4/16/2015CAHRMA
Conference Presentation
Slide 23
6 th Discipline EXPECT Great Board-Management Interaction Great
board-management interaction is vital for governance excellence and
organizational success. It is helpful for us to remember that lots
of organizations thrive with talented CEOs and dysfunctional
boards, but no organization does well for long with an ineffective
CEO. 4/16/2015CAHRMA Conference Presentation
Slide 24
7 th Discipline CONNECT For Healthy Board Relations The best
boards work together as a team, capitalizing on the strengths that
each director brings to the table and demanding full engagement by
everyone. 4/16/2015CAHRMA Conference Presentation
Slide 25
Your turn! What did you learn? Whats happening in your
community that I missed in the presentation? What do you need to
change your situation? Questions 4/16/2015CAHRMA Conference
Presentation