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HomeMy WebLinkAbout03. (Handout) PowerPoint re Board Governance WorkshopWho am I? • INTRODUCTION MAUNA OEIMWr CONSULT IN,. � - Brent Ives, BHI Management Consulting • Organizational consultant to Special Districts (15 years) • BHI Management Consulting - Strategic Planning - Supervisor training — Board Dynamics Board /Manager relations - workshops, etc. — many statewide sanitation clients • 25 years Technical Manager In Engineering at LLNL • Served 23 years on Tracy City Council (most recent 8 years as elected Mayor), numerous regional Boards /Commissions ... 4'ABHI. 0,3 C1Ha4s� • Congratulations on the Dr. Wu Award! • My job is the surface issues, to call it like I see it, ask the hard questions, and provide perspective and best practice • Please DON’T make this personal … I’ll bring up the issue and best practices … Today’s Session? 4 Board Role Overview Review Board inputs and self -evaluation results Topical review and d iscussions based on inputs - Board working together and dynamics - Boards , the Brown Act and Confidentiality - Board Communication protocols and micromanagement - The Employment structure (managing the human capital asset) - Committees, their purpose and process - Tips and experience with Video taped meetings … TODAY 5 • C ollected these topics to discuss today, but… • Is there anything else you’d like to achieve today?? 2 Flipcharts 1.) Parking Lots items identified now 2.) Flipchart for those items that come up… TODAY 6 Board Role Overview Review Board input and self -evaluation results Topical review and d iscussions based on inputs - Board working together and dynamics - Boards , the Brown Act and Confidentiality - Board Communication protocols and micromanagement - The Employment structure (managing the human capital asset) - Committees, their purpose and process - Tips and experience with Video taped meetings… TODAY It started with the Mission : To serve the public by collecting, transporting, recycling and treating wastewater in a safe, reliable, efficient, cost effective and environmentally responsible manner, while providing excellent service to our customers. … The Role of the Board www.bhiconsulting.com 8 Board Role, Position and Obligation – “THE EVOLUTION OF A PUBLIC AGENCY ” 1. 1946 - PUBLIC MISSION(NEED/PURPOSE, ETC.) 2. REPRESENTATION 3. MANAGEMENT 4. OPERATIONS 5. SERVICE OF THE MISSION TO THE PUBLIC 6. They started with aligned by Mission. Were given a decision making process… www.bhiconsulting.com 9 Board Governance – “Respect of The PROCESS ” •You are part of a process that existed before you arrived – method, process and culture •A Board member gets as smart as needed to make good policy decisions •You employ a process for public decision making, (informed by staff, your experience and the public) •Decisions are made by this team •The process dictates that representatives are equal •You respect the process, any vote is a good vote, then move on, unencumbered… www.bhiconsulting.com 10 Board Governance – “Respect of The PROCESS ” •You are part of a process that existed before you arrived – method, process and culture •A Board member gets as smart as needed to make good policy decisions. •You engage a process for public decision making, (informed by staff, your experience and the public you “polish the rock ”) •Decisions are made by this team •The process dictates that representatives are equal •You u tilize and respect the process, any vote is a good vote, then move on, unencumbered … www.bhiconsulting.com 11 Board Membership -“Your individual role ” Make and respect good Policy Budget(fiscal)/finance/reserve Personnel Operational Administrative Board Protocols and Procedures Representative Mission stewardship Listening Being “present” A voice Applied perspective Commit to Teamwork Know your role Prepare as a member of a Team Influence by respect/logic/passion/articulation Decisions are made by the collective Team Manage the Manager well Clarity of expectations Communicate Plan together Manage performance Be a good “collective” supervisor Vision/Direction/Planning Mission/Vision/Values/Strategy Chart the course Don’t leave the public, stakeholders, or staff guessing about where this agency is going. Ethical Service Filtering all through the ethical lens Nothing above what is commonly available to the public Check personal motivations at the door www.bhiconsulting.com 12 Board Membership - “NOT Your Role ” •Anything unilateral •Representing one faction, special interest in the community or in District business, or single interest (other than the Mission ) •Hire your GM, then continually question his/her decisions •Spending inappropriate time with “means” instead of “ends” •Meddling with operations in a unilateral way •Practicing your professional skills rather than learning and applying high -level Board skills •Delving into staff -level working relationships, including manager to staff, staff to manager, labor issues or discipline •Representing staff •Avoiding the “hard parts” of the job. (ENDS - NOT MEANS),(WHAT’S - NOT HOW),(POLICY - NOT PRACTICE ) … 13 Strategies Tactics Techniques Methods MEANS Administration and Staff Beliefs Vision Priorities Policies Labor Contracts ENDS Governance Team Understanding Roles (30,000 ft.) ©Copyright 2001 California School Boards Association www.bhiconsulting.com 14 Board Membership - “Ends and Means ” MEANS ENDS • What pumps/pipes to buy • Policy that outlines the Board’s clear intentions and direction How to engineer “it” regarding efficiency in all engineering and equipment decisions • Color of carpet • Board’s understanding of policy related issues and ownership • Specific expenditure for services • Policy on procurements and signature authorities • GM’s attendance at specific community event • Board’s intentions on District local visibility and relations • The specifics of a piece of software or service • Board’s desired resultant efficiency or savings related equipment NOTE HOW THIS APPROPRIATELY PASSES THE DAILY MEANS DEVCISIONS OFF TO THE GM! IT SAYS VOLUMES ABOUT THE BOARD’S CLEAR EXPECTATIONS FOR THE GM (ENDS - NOT MEANS),(WHAT’S - NOT HOW),(POLICY - NOT PRACTICE) 15 Board Role Overview Review Board input and self -evaluation results Topical review and d iscussions based on inputs - Board working together and dynamics - Boards , the Brown Act and Confidentiality - Board Communication protocols - Boards and micromanagement - The Employment structure (managing the human capital asset) - Committees, their purpose and process - Tips and experience with Video taped meetings TODAY 16 Self -Assessment Criteria Areas – • Member Dynamics and Communication • Board to Staff Communication • Board to Manager Communication, Expectations and Workflow • Board to Public Dynamics and Communications • Board Protocols • Board Policy • Board Direction • Board Development and Training Board Self -Assessment Survey – 17 Issue roll -up – -Clear direction to staff -Treating staff respectfully -Self assessment is being taken care of -Providing clear direction to our executive at meetings. -Board should look at it own performance more -The Board could more effectively and consistently represent the District in the community. -Lack of focus on policy -Meetings do not result in expected policy , results , and achievements , not how things will get done. -No on -going Board development plan -New Board member orientation adequacy -Representing in the community – a plan -Communications guidelines for Board members -Well attended Board meetings -Board understand governance roles -Board is clear with “board -direction”, nothing unilateral -Mission referenced in presentations and meetings -Board understands structural pattern and the associated roles… Board Self -Assessment Survey – 18 1.73% 2.75% 3.70% 4.85% 5.85% 6.90% 7.65% 8.85% 9.90% 10.35% 11.90% 12.80% 13.73% 14.73% 15.80% 16.80% 17.86% 18.80% 19.73% 20.93% 21.73% 22.80% 23.86% 24.80% 25.93% 29.73% 30.60% 31.66% 32.53% 33.80% 34.100% 35.73% 36.100% 37.86% 38.86% 39.100% 40.93% 41.86% 42.80% 43.93% 44.100% 45.80% 46.93% 47.80% 48.80% 49.86% 50.80% 51.100% 52.66% 53.53% Avg. – 80.43 … Board Input Self -Assessment Survey – Scores 19 1.73% 2.75% 3.70% 4.85% 5.85% 6.90% 7.65% 8.85% 9.90% 10.35% 11.90% 12.80% 13.73% 14.73% 15.80% 16.80% 17.86% 18.80% 19.73% 20.93% 21.73% 22.80% 23.86% 24.80% 25.93% 28.86% 29.73% 30.60% 31.66% 32.53% 33.80% 34.100% 35.73% 36.100% 37.86% 38.86% 39.100% 40.93% 41.86% 42.80% 43.93% 44.100% 45.80% 46.93% 47.80% 48.80% 49.86% 50.80% 51.100% 52.66% 55.73% 56.93% Board Input Self -Assessment Survey - Scores 20 1.73% 2.75% 3.70% 4.85% 5.85% 6.90% 7.65% 8.85% 9.90% 10.35% 11.90% 12.80% 13.73% 14.73% 15.80% 16.80% 17.86% 18.80% 19.73% 20.93% 21.73% 22.80% 23.86% 24.80% 25.93% 26.86% 27.80% 28.86% 29.73% 30.60% 31.66% 32.53% 33.80% 34.100% 35.73% 36.100% 37.86% 38.86% 39.100% 40.93% 41.86% 42.80% 43.93% 44.100% 45.80% 46.93% 47.80% 48.80% 49.86% 50.80% 51.100% 52.66% 53.53% 54.66% 55.73% 56.93% Board Input Self -Assessment Survey - Scores 21 1.73% 2.75% 3.70% 4.85% 5.85% 6.90% 7.65% 8.85% 9.90% 10.35% - Brd. Self -Assess. 11.90% 12.80% 13.73% 14.73% 15.80% 16.80% 17.86% 18.80% 19.73% 20.93% 21.73% 22.80% 23.86% 24.80% 25.93% 30.60% 31.66% 32.53% - Communications Guides 33.80% 34.100% 35.73% 36.100% 37.86% 38.86% 39.100% 40.93% 41.86% 42.80% 43.93% 44.100% 45.80% 46.93% 47.80% 48.80% 49.86% 50.80% 51.100% 54.66% 55.73% 56.93% Board Input Self -Assessment Survey - Review 22 - Board roles, with regard to governance -Confidentiality a concern -This is District in transition -Micromanagement -How -to and not -to interact with staff other than GM -How to be a Board member and not a manager -“Let Roger run the District” -Board respect (long/short terms – despite our approach and perspectives ) -Strategic Plan is only seen by a committee -Too many studies commissioned unilaterally by individual Board members -Some “culture” shift needed - Roger is working that -Once we as a Board and leadership team decide on proper courses of action…codify it! -Committees are too directional – linkage with full Board inconsistent -New employee base needs to know the public sector … Board Input Interview Correlations 23 YOUR OBSERVATIONS/DISCUSSIONS ? Board Input Interview Correlations 24 BREAK Board Input Interview Correlations 25 Board Role Overview Review Board input and self -evaluation results Topical review and d iscussions based on inputs - Board working together and dynamics - Boards , and Confidentiality - Board Communication protocols and micromanagement - The Employment structure (managing the human capital asset) - Committees, their purpose and process - Tips and experience with Video taped meetings … TODAY 26 • Best Boards find a way through their differences • They are committed to “professional level” • It comes down to mutual -respect … Topical Discussions Boards Working together… Dynamics 27 Board Relations/Dynamics EFFICIENCY !! Turbulent flow means less output, chaos and INEFFICIENCY Laminar flow means more flow - EFFICIENCY 28 • As a citizen • As a candidate • As a new individual Board member • As e new member of a Board Team • As a seasoned Board member … Topical Discussions Relating to being Board Member 35 Board Role Overview Review Board input and self -evaluation results Topical review and d iscussions based on inputs - Board working together and dynamics - Boards , the Brown Act and Confidentiality - Board Communication protocols and micromanagement - The Employment structure (managing the human capital asset) - Committees, their purpose and process - Tips and experience with Video taped meetings … TODAY 36 • Part of working together and respecting one another …loyalty • Board members should practice the “Duty of Loyalty ” • Duty of Loyalty is part of your fiduciary responsibility to the entirety of those you serve,…all - “in the best interest of 471,000 soles…” - “and I take this obligation freely, without and…” • One of the element of the Duty of Loyalty is confidentiality - not to speak about closed Board matters without Board permission - doing so hampers the decision making ability of the Board when taking on the critical aspects of business in closed sessions. … Topical Discussions Boards, Brown Act and Confidentiality 37 Breach is unlawful: 54963. (a) A person may not disclose confidential information that has been acquired by being present in a closed session authorized by Section 54956.7, 54956.8, 54956.86, 54956.87, 54956.9, 54957, 54957.6, 54957.8, or 54957.10 to a person not entitled to receive it , unless the legislative body authorizes disclosure of that confidential information. (b) For purposes of this section, "confidential information" means a communication made in a closed session that is specifically related to the basis for the legislative body of a local agency to meet lawfully in closed session under this chapter. (c) Violation of this section may be addressed by the use of such remedies as are currently available by law, including, but not limited to: (1 ) Injunctive relief to prevent the disclosure of confidential information prohibited by this section. (2) Disciplinary action against an employee who has willfully disclosed confidential information in violation of this section. (3) Referral of a member of a legislative body who has willfully disclosed confidential information in violation of this section to the grand jury . Topical Discussions Boards, the Brown Act and Confidentiality 38 • The Brown Act has quite specific rules regarding meetings -Meetings are open to the public -“Meetings” of the Board can occur when a voting majority is present and discussing business -The Act defines the purposes of Closed meetings -Closed meetings have specific reporting rules -The reasons for closed meetings are very express and so are the rules -All who attend are deemed capable of confidentiality -The Act has language for those who ignore the confidentiality rule -Eventually all matters get to the public … Topical Discussions Boards, the Brown Act, and Confidentiality 39 • Breach of Confidentiality is one of the worse violations for positive Board dynamics - It yields distrust - It causes poor decision making and inefficiency - Its therefore bad for the District, and its constituents, and - Its unlawful … Discussion? - Topical Discussions Boards, Brown Act and Confidentiality 40 Board Role Overview Review Board input and self -evaluation results Topical review and d iscussions based on inputs - Board working together and dynamics - Boards , the Brown Act and Confidentiality - Board Communication protocols and micromanagement - The Employment structure (managing the human capital asset) - Committees, their purpose and process - Tips and experience with Video taped meetings TODAY 41 • Board for making policy … sound policy • Lots of gray areas, but … limitations • Manager as the CEO • You and predecessors have expressed your intentions: - CCCSD Code of Laws, Chapter 2.08, Section 2.08.030 – Authority and Responsibility The General Manager of the District has the administrative authority and responsibility for the operation of the District and the enforcement of all District rules and regulations, including authority to execute all contracts, warrants, releases, receipts and similar documents for and on behalf of the District in accordance with California Health and Safety Code Section 6487…. • Staff as the working professional - This is about understanding and respecting the discrete roles of these - Board members can often ask for data and/or information just for curiosity, not actually making policy…these curiosities … let’s talk about it … what is optimal for the tax payer dollar? • This Board is capable and thereby challenged with this … Topical Discussions Boards and Micromanagement MICROMANAGEMENT 43 • The discussion of micromanagement is Board 101 • What does and does not qualify as micromanagement? • Where/how can micromanagement happen? • What do or should a Board, or Board member, need to perform their role? • Of what, or about what does a Board member need certainty/detail? • How should a Board member provide useful input? • What are the vital communication nodes and methods that will allow for Board assurance? • Whose responsible for these communications?... Discussion Boards and Micromanagement 44 Board Role Overview Review Board input and self -evaluation results Topical review and d iscussions based on inputs - Board working together and dynamics - Boards , the Brown Act and Confidentiality - Board Communication protocols and micromanagement - The Employment structure (managing the human capital asset) - Committees, their purpose and process - Tips and experience with Video taped meetings TODAY www.bhiconsulting.com 45 Public Agency Organization Model Our Public The Owners Elected or Appointed Board The Representatives General Manager/CEO The Executive Staff/Employees The Professionals Services, Programs and Products PUBLIC GM/CM CEO Authority and Roles • “Serve the Mission” • “Make Policy” • “Set Direction” • “Keep efficiency in mind” • “Clarity with the Executive” Human Capital Equipment Funds ($$$) Facilities EXECUTIVE BOARD “Optimize these assets!” •Policies •Plan their future •Use them efficiently BOARD RELATIONSHIPS 47 • How should the Board “relate” with District employees? • What is the appropriate way to “view” the employees? • Who are Board employee(s)? • What is and is not appropriate for communications with employees of the District? … Topical Discussions The Board and Employees Board to Staff Communications •Objective/intent – Communicating with staff below the executive ONLY at the proper level, with the proper intent and as prescribed in policy. •Best Practices – -Communicate through the executive -When need exists , Agency has policy to guide • Realities – -Board members too often have side, business related discussions with agency staff, even seek them out at times, causing colleagues to question their intent. They can at times entertain employee initiated business related discussions. … 48 Board to Staff Communications •One of the most prevalent and difficult areas •I ntentions can provide cause for suspicion •The basis for such discussions are usually wrong • Board members should be very deliberate in how and when they communicate with staff - Careful…your relationship with staff isn’t about being liked, or being friends! - There is legal liability for Board members inappropriately communicating with rank and file staff. •The Executive should always be your prime contact - D elegates to staff level communications - Let him/her know of contact •There are of course, natural exceptions - Everyday “social ” interactions, not business - Honesty of motivations … 49 Reasons Board Should Limit Communications With Staff •Maintaining Board neutrality…Grievance process •To avoid violating the managerial structure with which you evaluate your manager…Org. structure •Your contract is with the Manager, they all work for him…Board role/Manager’s job •Inadvertent admissions …Your personal liability •Misquotation of your comments …Your personal liability •It’s just not the Board’s job…Board role … 50 51 Board Role Overview Review Board input and self -evaluation results Topical review and d iscussions based on inputs - Board working together and dynamics - Board’s, the Brown Act and Confidentiality - Board Communication protocols and micromanagement - The Employment structure (managing the human capital asset) - Committees, their purpose and process - Tips and experience with Video taped meetings TODAY 1.Committees are intentional, that intent should be reviewed on occasion 2.Every committee should have a deliberate charter 3.Committees are advisory only 4.A dvise within their Charter/Purpose 5.F ull Boards generally hold committee advise in high regard 6.Committees should not hold undue scope, influence or role 7.T he cost of staffing committees should always be considered 8.What is the trend in your committee “time/cost” (44 in 2003 … 71 forecasted this year) … Optimized Committees Discussion 1.Committees are expensive 2.A Board should always question the viability and use of a committee 3.Committees often leave their original charter, or have no Charter , thus over -step their bounds 4.Board members assigned committees may provide policy related guidance to the committee regarding policy, either existing or needed. Committees Discussion - more 1.Who and what are committees for? 2.“Committees hold the potential for micromanagement and inappropriate expenditures of District (public) funds!” Discussion : So, what is the purpose for your committees? - are they for staff? - are they for the Board? - do they provide additional and necessary oversight/efficiency? 3 . Are any changes merited? Committees Discussion - more 55 Board Role Overview Review Board input and self -evaluation results Topical review and d iscussions based on inputs - Board working together and dynamics - Board’s, the Brown Act and Confidentiality - Board Communication protocols and micromanagement - The Employment structure (managing the human capital asset) - Committees, their purpose and process - Tips and experience with Video taped meetings TODAY 56 • Be yourselves … resist the temptation to grandstand • Make sure you follow your own meeting policies • Clarify your retention schedule • Be prepared for some to want to “use the open meeting opportunity” to get on camera • Be very aware of where video can go and how long it can reside … Topical Discussions Tips While Embarking on Meeting on Camera 57 • Review those items brought up at the beginning of the meeting - flipcharts Topical Discussions – Parking Lot List Review 58 Board Role Overview Review Board input and self -evaluation results Topical review and d iscussions based on inputs - Board working together and dynamics - Board’s, the Brown Act and Confidentiality - Board Communication protocols - Board’s and micromanagement - The Employment structure (managing the human capital asset) - Committee, their purpose and process - Tips and experience with Video taped meetings TODAY - In Summary –Work on any commitments –Finishing thoughts?? 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