Investing in People, Processes & Performance

Our Thoughts on Cultivating a Productive Team

Every organization has challenges that need to be addressed in order to be successful, yet some should take priority over others. Just like when building a house, a solid foundation must be laid first to ensure all other critical components fall into place. This blog aims to map out how embracing the challenges that come with the people in your organization, the processes put in place, and setting goals on individual and corporate performance can lay a foundation for a fruitful future.

People

Three key aspects of cultivating a productive team are assessing, designing, and securing the work plans that suit each individual. Assessing aptitudes one by one provides a framework of what management must work with, and what each individual is best suited for. With this information, designing job roles and tasks that accommodate these competencies gives greater potential for success. Finally, securing these work plans appeases employees, lending to more fulfilled and prolific positions. Giving staff the support they need to do their best possible job starts with embracing their most valuable attributes and making that a highlight of their role. Below are some key questions that aid in the facilitation of effective assessments:

On a scale of 1 to 5, how often do you spontaneously take charge or are appointed by others as a leader?

On a scale of 1 to 5, how capable are you at coming up with a creative solution in the event of problems arising?

On a scale of 1 to 5, how capable are you at coming up with ten uses for a simple object?

Processes

Once the people in an organization have been given tailored work-plans, processes being put into place will provide a structure that is reliable and efficient. These systems that should be created include keeping a chain of command in place, setting attainable deadlines and benchmarks, and encouraging personal development and growth through continued education courses and events (for and not for CEUs). It is key to stress that processes that are micromanaged are counterproductive to the functioning of the systems put into place, for it undermines the integrity of the individual and their work-plan. If confidence is not entrusted in the individual and their ability, then the processes will not be as effective. An example of some ideas that can be included in a tailored work-plan are:

  • Maintain weekly onboarding and ongoing training to encourage a culture of engagement, self-improvement, and self-evaluation.
  • Create a roadmap for each employees’ career goals and interests, developing a timeline and priorities that lead to success.
  • Set quantitative performance metrics to drive performance and hold employees accountable. These can be organized into a performance scorecard that outlines performance expectations and any associated short-term incentive (i.e. bonus) payouts for achieving those levels of performance. This can help in better motivating and incenting the desired behaviors and outcomes from employees on an annual basis.

Performance

In order to receive optimal performance from each individual, open communication and trust must be established between all levels in an organization. Without this, issues will not be effectively addressed, and overall performance could be hindered. Positive reinforcement is another driver of performance, for it rewards the desired actions of an individual, rather than focusing on less desirable actions. By emphasizing the preferred actions and attitude of an employee, it encourages similar behavior in the future. Some other example of drivers of performance include:

  • Publicly praising – save the constrictive criticism/corrections for a one-on-one meeting.
  • Setting of clear expectations – this can be done through tailored workplans, as described above.
  • Allow for two-way feedback between all levels in an organization – we have room for improvement and can learn from one another. At a minimum, you should be meeting three times per year. Once at the beginning of the year to finalize performance expectations, a second time midway through the year to discuss progress against performance expectations and a third time at the end of the year to discuss performance against expectations as well as what went right and what went wrong during the year. This end of year meeting can also aid in determining appropriate performance expectations for the upcoming year and communicate what improvements are needed moving forward as part of a continuous improvement process.

Closing Thoughts

People, processes, and performance are inevitable challenges professionals are faced with that are worth investing in because they lay the groundwork for a profitable and productive future, on both a corporate and individual level. By embracing these challenges, you can assist your organization in creating an environment that is well suited for success.

Four Tips to Create a Board of Directors

A Proactive Approach to Establishing a Board

Idea. Check. Funding. Check. Business Plan. Check. Board of Directors? The beginning of any journey, especially in business, starts with an idea. Once that idea has been cultivated and a plan is in place, then comes funding, the board of directors, employees, office space, etc. It’s a misconception to leave the creation of the board of directors as one of the last to-do items. Whether you’re a big or small organization it helps to be proactive when it comes to forming the group of individuals who help to manage the activities of your business (i.e. your board). This board can be elected or appointed, and they are tasked with maximizing overall organizational value, while simultaneously protecting the interests of any key stakeholders.

When it comes to creating your board, you must keep in mind that not all boards (and their individual board members’ roles) are created equal. Such a sentiment is illustrated in the varying roles for the differing types of organizations. For-profit organizations have different goals than nonprofit organizations. For-profit organizations are typically more concerned about preserving the interests of any stakeholder, whereas nonprofits historically focus on raising awareness, while simultaneously raising funds.

Organizations might leave the board creation to the last minute because they believe that they are too small to need a board, or it’s not as important as other to-do items. While that might be deemed a pretty logical outlook, it’s not necessarily the legal outlook. If you are a corporation, you’re required to establish your board of directors right away. That said, your board doesn’t need to comprise of 10 to 15 executives or the most qualified leaders in your space, it can be a board of 1 to 3, depending on your state regulations. Being regulated at the state level also means that there is no standard set of rules that must be followed when creating your board of directors.

Even though there is no standard set of rules for creating your board, there are four basic tips that you should follow when architecting your board of directors.

  1. Documentation
  2. Bylaw Creation
  3. Identify Key Stakeholders (Shareholders) and Schedule Meetings
  4. Follow Board Meeting Best Practices

Documentation

Your blueprint for success starts with a solid foundation. For your organization, the foundation is documentation and the filing of any articles of incorporation in your state. In order to become a corporation, you must file these articles and use them as the charter for your organization. This documentation identifies your corporation’s name, your incorporators, whether you’re for-profit or nonprofit and what your corporation’s purpose is. It’s important to mention that hiring a lawyer, during this stage, that specializes in setting up boards of directors can only help ensure that your foundation will be successful.

Bylaw Creation

Every good blueprint needs walls to offer up support through the thick of it. A governing body is no different. For a board, the walls are your bylaws. Each rule, role, and responsibility of the board of directors needs to be agreed upon, formerly written down and upheld. The foundation might be the starting point, but your blueprint for success is nothing if the walls around you crumble. Some examples of bylaws are:

  1. Frequency of meetings
  2. How to elect and replace board-chair
  3. How to elect and replace board members
  4. How to determine director compensation (if you choose to pay your directors)

Identify Key Stakeholders (Shareholders) and Schedule Meetings

Once the foundation is set and the walls are built it is time to lay the roof shingles. For an organization, the roof shingles are all key stakeholders (and the board they create) who hold interests and/or assets in your organization. Once identified, these stakeholders should meet and it’s common that the first meeting topic is around your board, specifically the time and place where your board of directors are elected. When properly placed, the shingles create the roof that is tasked with keeping the rain and anything else that is unwelcome out, like the stakeholders who elect the board of directors who protect the company and those invested in it.

Follow Board Meeting Best Practices

After your board is established, the foundation is solidified, the walls and the roof are in place – the real work begins. Maintaining the board is just as difficult as maintaining your home. There needs to be set procedures in place in order to succeed at maintaining your board. Best practices include establishing a schedule for your board meetings and then implementing the best techniques in order to prepare for and facilitate the meetings is one example of following board meeting best practices in order to guarantee your success.

As aforementioned, board roles differ and so do boards of directors. It’s extremely important to implement a blueprint for success that aligns directly with your organization’s purpose and goals.

Closing Thoughts

So, there you have it folks. Your four keys tips on how to create a board of directors. Feel free to browse through the rest of our blog (how about checking out How to Chair a Board Meeting ) for more.

Board Member Harassment – Indemnification and Insurance Will Not Protect You

I have a daughter, and as the father of a young girl, I naturally worry about her future. How I might protect her; help her develop skills; and prepare her for a successful and fulfilling career? When I think about these things, I worry about what she might endure along her journey and how can I protect her from negative experiences like bullying and harassment? The reality is that, unless the two of us are employed in the same company or she is sitting on the same Boards that I sit on, I will rarely be able to protect her once she is an adult in the professional world.

As a governance advisory professional, all Board actions must be aligned to the fiduciary duties of loyalty, prudence and impartiality and it should always be clear – harassment should never be present or overlooked in the workplace and the boardroom is no exception. Generally, to fulfill these duties, Board members need to adhere to their strategic oversight roles of:

  • Establishing and maintaining a mission and vision;
  • Establishing and maintaining effective policies and procedures; and
  • Monitoring, identifying and mitigating risk.

With a heightened focus on anti-bullying campaigns and the global emergence of the Me-Too Movement, many leaders are challenged to ensure that everyone’s physical and emotional rights are both respected and protected. But what happens when this abuse happens in the boardroom or comes from a Board member? When you consider that most Board members have unfettered access to facilities and staff and are often expected to attend organizational and Board functions outside of their official meeting attendance, the risk of this happening becomes quite substantial.

Harassment is normally defined locally, varies by region, and is generically described by Wikipedia as:

“…a wide range of behaviors of an offensive nature. It is commonly understood as behavior that demeans, humiliates or embarrasses a person, and it is characteristically identified by its unlikelihood in terms of social and moral reasonableness. In the legal sense, these are behaviors that appear to be disturbing, upsetting or threatening.”

Board members should always know they are never protected if they break the law and the current multijurisdictional nature of organizations should make Board members overly sensitive about their actual and/or perceived conduct.

Current harassment laws in North America are rooted in the 1964 US Civil Rights Act and the 1984 Canadian Human Rights Act and depending on the location, the definition of harassment can be either narrowly or broadly defined and if a local definition is not set, then the default is to defer to a federal standard. Therefore, being familiar with only one local definition will not protect Board members whenever they are attending events or meetings in other regions or locations. Many Boards are comprised of members from a wide array of locations and sometimes follow a practice of rotating the location of their in-person meetings.

As well, it is generally understood that workplace harassment does not have to occur within an actual “place of work” and board members need to understand that they are also accountable for their actions when they are not officially in their organization or boardroom. This also applies to when they are:

  • On travel status,
  • At a conference where the attendance is sponsored by their organization,
  • At sponsored training activities/sessions, and
  • At formally sponsored and/or informal social events.

If a harassment charge is brought against a member, the location of the alleged activity will determine what legal definition is used, where the proceedings will take place, and if convicted, where that person may be incarcerated. In both Canada and the United States, the maximum penalty for an indictable harassment conviction is 10 years imprisonment and therefore should be taken very seriously by organisations and their Board members.

Complicating things even further, the broad scope of offensive behaviors and situations outlined in guidance tools produced by legal advisory groups provide lists that often includes:

  • Specific criteria that is normally associated with the act of harassment;
  • Actions that may be conceived as harassment; as well as

Actions that generally are viewed as harassment

In total, these lists typically encompass a large array of possibilities which increases the possibility of a Board member’s actions falling under these described actions or scenarios and if a Board member is formally charged for harassment, indemnify policies and Insurance will not protect them. Identification and Directors & Officers insurance are only in place to protect innocent Board members and therefore, once a charge is laid, the board member(s) is fully responsible for covering their legal fees and will be subjected to the full extent of the law and related convictions.

Most Board members don’t know what they don’t know.

Therefore, it is recommended that all Board members be educated on the laws and legal definitions that pertain to the regions that they will be in and that your Board establish a comprehensive code of conduct that is reviewed and signed by all your members.

Given the extensive list of possibilities, Board members need to be overly sensitive to all potential interpretations of their words and actions and in order to fulfill their fiduciary obligations and mitigate risk, Board members must always maintain their conduct at the highest standard possible. As a Board member you need to also understand that the potential repercussions to you and the organization that you are entrusted to oversee are serious.

 

Three Types of Board Assessments

Board Assessments that Benefit an Organization’s Board Governance Practice

Board assessments can range in scope from simple, post Board meeting questionnaire of 5 to 10 questions on how to improve future meetings to detailed reviews at the end of the year that cover not only Board performance, but also director’s views on Committee performance and their peers’ performance. While organizations tended to conduct these types of assessments internally in the past, more and more organizations are relying on independent third parties to help them during the assessment with 45% of Boards reporting the use of consultants during their Board assessment, according to a recent Global Board survey, conducted by InterSearch and Board Network.

There are three types of Board Assessments that will benefit an organization’s board governance practices:

Overall Board Assessments

This is the most common assessment utilized by Boards and involves having directors evaluate the Board’s overall performance by asking questions relating to:

  • The Board’s overall understanding of organizational strategy
  • Director skills and competencies
  • Board Chair performance
  • The effectiveness of Board meetings
  • Board meeting materials and preparation time for meetings
  • Director relationships and collegiality
  • Director orientation

Typically, questions are provided with a 1 to 5 rating scale format and directors are given the chance to leave a  comment  where they may have evaluated performance at a low level (e.g. a rating of 1 or 2). Once the ratings from each director are consolidated, the range and average of ratings are generated for each question. From there, the Board is easily able to identify those areas where they have assessed performance as being weaker (i.e. Average Rating of 3 or lower) and is able to develop action plans to improve performance.

Committee Assessments

This is another common assessment utilized by Boards and involves having committee members evaluate the performance of the committees they participate in by asking questions relating to:

  • Committee Chair performance
  • The effectiveness of Committee meetings
  • Committee meeting materials and preparation time for meetings
  • Access to management and independent advisors

Like the Overall Board Assessment, a 1 to 5 rating scale questionnaire can be used to evaluate performance in these areas and, in turn, weaknesses can be identified and addressed through appropriate action plans to improve committee performance.

Peer Assessments

This is the least common assessment. Boards use it as a professional development exercise for directors and as part of the annual re-nomination and director selection process. Directors can evaluate their peers’ performance in several areas, including:

  • Meeting preparedness
  • Knowledge of the organization
  • Level of engagement
  • Understanding of their role
  • Collegiality and ability to work with other directors
  • Contribution to the Board

Peers can also be evaluated on a 1 to 5 rating scale using a questionnaire with directors who receive lower average ratings identified quite clearly. The evaluation can identify “problem” directors who can then be provided with the opportunity to improve their performance or resign well in advance of the re-nomination process.

Following Up on the Results of the Questionnaire

The most powerful used of the questionnaire is combing the results with individual follow-up interviews. The follow-up interviews can help the directors identify why they rated certain areas higher or lower and explore specific ways for the Board, Committees, and Peers to improve their performance. The feedback from these interviews must be kept confidential, with only the high-level themes of the interviews summarized. After the questionnaires and interviews are completed, boards can use the results to develop strong action plans that will establish specific ways in which performance can be improved.

GGA notes that communicating the results of the assessment (specifically peer evaluations) is a sensitive issue and typically is handled by either the Board Chair, Governance Committee Chair or an independent third party. Typically, the summary results are provided to the full Board, along with any action plans required to improve performance moving forward. Peer Assessment results are typically discussed individually with each director. Conversations with directors on their own performance are sensitive matters, so effective and diplomatic communication is required by whoever is delivering the feedback. They must identify existing areas of strength and contributions, so that they understand where they are already effective. When raising shortcomings, they must provide specific examples and keep comments constructive by avoiding personality-related comments. Most importantly, they cannot dodge the sensitive issues. Sensitive issues must be addressed for improvements to be made.