1. Building Board Engagement
Redefining the Conversation of the Board
Paul Van Dolah

2. Our Goal
Building a More Effective Board
Exceptional
Responsible
Functional
Dysfunctional

3. Effective Boards
 Offer a strategic asset and comparative advantage
 Add value/derive value from meaningful participation
in consequential discussions and decisions
 Macrogovern more than micromanage
 Model behaviors trustees expect the organization to
exhibit
 Harness individual talent to collective effort
 Provide leadership as well as stewardship

4. Reframing the Conversation
Diagnosis Problem of performance
Classical Response Codify board’s role, clarify tasks
Objective Do the work better
Diagnosis Problem of purpose
Reframed Response Enrich the job, engage the board
Objective Do better work

5. Governance
as Three Modes
Leadership of
Governance
Fiduciary: Type I

6. Core Concepts
Emphasize modes, not tasks, of
governance
Think and work in three different modes
Value added increases as board
 Becomes more proficient in more modes
 Does more work in third mode
 Chooses appropriate mode(s) of work

7. Type I: Fiduciary Mode
Board’s central purpose:
 Stewardship of tangible assets
Board’s principal role:
 Sentinel
Board’s core work:
 Ensure efficient & appropriate use of resources
 Ensure legal compliance & fiscal accountability
 Ensure accountability
 Oversee operations
 Select & evaluate CEO

8. Question
What can you do to minimize the
Fiduciary Mode ???
Consent Agendas
Minimize reports
Materials in advance to facilitate
two way interactions
Other???

9. Type II: Strategic Mode
Board’s central purpose:
 Strategic partnership with senior management
Board’s principal role:
 Strategist
Board’s core work:
 Scan internal and external environment
 Resolve priorities
 Review and modify strategic plan
 Monitor performance

10. Question
What can you do to maximize the
Strategic Mode ???
Proactive forward looking agendas
Focus on obstacles impeding strategic
execution
Focus on progress…with ultimate
question being “So, what’s next?”
Other???

11. Type III: Generative Mode
Board’s central purpose:
 Sense Making
Board’s principal role:
 Framing
Board’s core work:
 See current challenges in new light
 Perceive and frame better problems and opportunities
 Discover realities
 Suspend rules of logic and tap into intuition
 Encourage robust discourse

12. Question
What can you do to maximize the
Generative Mode ???
Create time to reflect
Bring in provocative (relevant)
speakers
Create “So, now what?” moments
Other???

13. Catalytic Questions
 What should we worry about?
 What keeps the Executive awake at night?
 What keeps trustees awake at night?
 Whom would we serve in what ways if money did not matter?
 What’s good for mission, bad for business? Vice versa?
 What would we do differently as a for-profit?
 On what list, yet to be devised, would we want to rank #1?
 What will be this board’s legacy?

14. Three types of Governance:
Distinctive Differences
Fiduciary Strategic Generative
Nature of Organizations Bureaucratic Open System Nonrational
Nature of leadership Hierarchical Analytical Reflective learners
Visionary
Board’s purpose Stewardship Strategic partnership Leadership for
Of assets with management organization
Board’s work Oversee Discern problems
Shape strategy
operations Sense making
Board’s role Sentinel Strategist Sense maker
Key question What’s wrong? What’s the plan? What’s the question?
Problems are to be Spotted Solved Framed
14

15. Where Does Generative Thinking Occur?
THE GENERATIVE CURVE
Sense-making
Problem-framing Opportunity to
influence
generative work
declines as
Strategies, issues are
Opportunity for Policies framed and
Generative Work converted into
strategies, plans
, and tactics.
Plans, Tactics,
Execution
Time

16. The Generative Curve
Reconcile social purpose and business model
Generative
Strategic
Fiduciary
Compete on amenities
Opportunity for
Generative Work
Approve new fitness center
Time
16 GOVERNANCE AS LEADERSHIP

17. The Generative Dilemma
Generative Curve
Trustee
involvement
lowest where
generative
opportunity
Opportunity for Typical Board greatest;
Generative Work Involvement trustee
Curve involvement
increases as
generative
opportunity
decreases.
Time
17 GOVERNANCE AS LEADERSHIP

18. The Payoff
Empowers the board
Governance as Engages the collective mind
Leadership
Exploits board’s assets
Enriches board’s work
Enhances board’s performance

19. Ensuring the balance Engagement
CEO
CEO
Is partnering with the
Is displacing the Board
Board
CEO Engagement
Governance
Governance
As
As
Observation
Leadership
CEO CEO
Is going through the Is displaced by the
motions with the Board
Board
Governance
Governance As
As Attendance Micromanagement
Board Engagement

20. Ensure Balanced Engagement
Listen to the group’s dynamics
Work hard on constructive partnership
Foster inquisitive inquiry
Draw out multiple sources of information
Ensure that all voices are heard

21. Build Trust
Practice Transparency
Embrace Mistakes
Celebrate Creativity
Reward Authentic Dialogue
Foster Collaboration
Share Credit
Remain Accountable

22. The successful CEO knows how to…
Create a shared vision
Invest in continuous revitalization
Help frame the vital questions
Engender a culture of inquiry
Build trust and respect

23. Successful CEO’s
Invest in the constructive partnership
Foster engagement
Learn from failures
Adapt and change
Move beyond formulaic roles
Engage in mutual assessment