good governance: process and people · 2011. 8. 23. · clear 2011 annual educational conference...
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CLEAR 2011 Annual Educational ConferenceGOOD GOVERNANCE: Process and People
September 8-10
Pittsburgh, Pennsylvania 1
Presenters:
Promoting Regulatory Excellence
Caroline MacIsaac, Vice-President, Regulation DynamicsCathi Mietkiewicz, Lawyer,Fasken Martineau Dumoulin LLP
GOOD GOVERNANCE:Process and People
PERSPECTIVE
PRESIDENT
• Board/Council
• Policy DecisionMaking
REGISTRAR/ED
• Administration
• Staff
• PolicyImplementation
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WELCOME TO THE BOARDMEETING
We have lots of exciting material to get to…
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CLEAR 2011 Annual Educational ConferenceGOOD GOVERNANCE: Process and People
September 8-10
Pittsburgh, Pennsylvania 2
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Define Governance
• Harvard
• Roberts Rules
• Carver
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governancenoun
• the act or activity of looking after and making decisionsabout something <while a financial advisor can behelpful, the governance of your family financesultimately rests with you>
• Synonyms administration, care, charge, control,direction, government, guidance, supervision, handling,management, operations, oversight, regulation,stewardship
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CLEAR 2011 Annual Educational ConferenceGOOD GOVERNANCE: Process and People
September 8-10
Pittsburgh, Pennsylvania 3
“Building a culture of integrity in today’scomplex business world demands highgovernance standards in every area of ouroperations. GE’s commitment to fullcompliance is backed by an independentand fully informed board, comprehensiveprocesses, policies, communications andextensive training.”
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IOGInstitute on Governance
Board & Organizational Governance
• Board governance is a deciding component oforganizational effectiveness and a crucial partof the functioning life of non-profit and publicsector organizations.
• Good governance ensures objectives arerealized, resources are well managed, and theinterests of stakeholders are protected andreflected in key decisions.
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Governance in the EUa white paper
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• Referring to the exercise of power overall, the term "governance", in bothcorporate and State contexts, embraces action by executive bodies,assemblies (e.g. national parliaments) and judicial bodies (e.g. nationalcourts and tribunals).• According to the political scientist Roderick Rhodes, the concept ofgovernance is currently used in contemporary social sciences with at least sixdifferent meanings: the minimal State, corporate governance, new publicmanagement, good governance, social-cybernetic systems and self-organisednetworks 1.• The European Commission established its own concept of governance inthe White Paper on European Governance, in which the term "Europeangovernance" refers to the rules, processes and behaviour that affect the wayin which powers are exercised at European level, particularly as regardsopenness, participation, accountability, effectiveness and coherence. TheWhite Paper is about the way in which the Union uses the powers given to itby its citizens.
CLEAR 2011 Annual Educational ConferenceGOOD GOVERNANCE: Process and People
September 8-10
Pittsburgh, Pennsylvania 4
DIFFERENT MODELS
For different groups
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Details…Details…
A New way of looking atGovernance
• People (Human Resources)
• Governance (OrganizationalEffectiveness)
• Stated Goals (Strategic Planning)
• Leadership (Stewardship)
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CLEAR 2011 Annual Educational ConferenceGOOD GOVERNANCE: Process and People
September 8-10
Pittsburgh, Pennsylvania 5
The Shift
HumanResources
StrategicPlanning
Leadership
Governance
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People
Human Resources
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Know the Personalities
Task RolesInitiator
Opinion Giver
Elaborator
Clarifier
Process RolesTension-Reliever
Compromiser
Harmonizer
Gate-keeper
Blocking RolesAggressor
Negator
Blocker
Withdrawer
Blocking Roles (yes thereare lots)
Recognition seeker
Topic-jumper
Joker
Devil’s advocate(Hunter, Bailey & Taylor, 1995)
CLEAR 2011 Annual Educational ConferenceGOOD GOVERNANCE: Process and People
September 8-10
Pittsburgh, Pennsylvania 6
Stated Goals
Strategic Planning
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Strategic Planning
• Strategic planning is an organization’s process ofdefining its strategy, or direction, and makingdecisions on allocating its resources to pursuethis strategy, including finances and humanresources
• Strategic planning is the formal consideration ofan organization's future course
Strategy
• Military commanders and theorists throughouthistory have formulated what they considered tobe the most important strategic and tacticalprinciples of war. Napoleon for example, had115 such principles.
• The Confederate general Nathan BedfordForrest had but one: "Get there first with themost men.“
CLEAR 2011 Annual Educational ConferenceGOOD GOVERNANCE: Process and People
September 8-10
Pittsburgh, Pennsylvania 7
Stewardship
Leadership
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• One of the most common mistakes players make is totry an idea independent of the circumstances, from anarrow point of view. Of course it's daunting to look fromother or wider perspectives. There are so many changingrelationships to monitor.
• Science provides proof. Recent studies have documenteda common sense observation that anyone can make bywatching a [chess] player's eyes. Beginners aregenerally restricted to their side of the board.Practiced players typically inspect both sides.
Organizational Effectiveness
Governance
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CLEAR 2011 Annual Educational ConferenceGOOD GOVERNANCE: Process and People
September 8-10
Pittsburgh, Pennsylvania 8
What do we want to Achieve?
• Fairness
• Accountability
• Public safety
• Membership engagement
• Efficient and Timely
• Responsive
• Increased Awareness of theCollege/Board and its Role
SO WHAT?
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Potential Landmines
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CLEAR 2011 Annual Educational ConferenceGOOD GOVERNANCE: Process and People
September 8-10
Pittsburgh, Pennsylvania 9
TOP 5 TROUBLE SPOTS
David Letterman style
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NUMBER 1
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NUMBER 2
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CLEAR 2011 Annual Educational ConferenceGOOD GOVERNANCE: Process and People
September 8-10
Pittsburgh, Pennsylvania 10
NUMBER 3
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NUMBER 4
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NUMBER 5
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CLEAR 2011 Annual Educational ConferenceGOOD GOVERNANCE: Process and People
September 8-10
Pittsburgh, Pennsylvania 11
Outcomes
Results: What do we want to achieve?
Roles: Who does What?
Rules: What are the Rules?
RULES
Bylaws and governance policies in place sothe Board/College is managed efficientlyand effectively
External legislation/case law must informgovernance of Board
ROLES
There is clarity, understanding andagreement on roles, so that Council,committees, Registrar/Exec Director andstaff can work together to achieve thestated goals
There is clarity, understanding andagreement on roles of others - legal counsel,members, external agencies
CLEAR 2011 Annual Educational ConferenceGOOD GOVERNANCE: Process and People
September 8-10
Pittsburgh, Pennsylvania 12
Fiduciary Duty
Board Members have the duty to acthonestly, in good faith and with a view tobest interests of the Board
– Duty of loyalty
– Avoidance of conflict of interest
– Confidentiality obligations
Standard of Care
• Different circumstances lead to differentexpectations
• When exercising judgment
– informed
– reasonable care
– reliance on experts
Board Member Liability
General Rule: Board Members are notpersonally liable for torts, debts and otherobligations of the Board
CLEAR 2011 Annual Educational ConferenceGOOD GOVERNANCE: Process and People
September 8-10
Pittsburgh, Pennsylvania 13
RESULTS
Effective and efficient regulation of theprofession and governance of theBoard/College, so that the public receivesquality and safe services
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Checklist for Good Governance
• Provide Orientation and OngoingEducation/Training
• Retain Experts
• Communicate the importance of:
– Abiding by Board Decisions
– Full Participation
– Informed Decision Making
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Speaker Contact Information
Caroline MacIsaac
Vice President
Regulation DynamicsConsulting Services for Regulators
Toronto, Ontario,Canada
Cathi Mietkiewicz
Health & CorporateLawyer
Fasken MartineauDumoulin LLP
Toronto, Ontario,Canada
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