Roles and Responsibilities of a Board Member Display slide. Say “Welcome to the Roles and Responsibilities of a Board Member session of the CLEAR Learning Board Member Training – Introduction to Regulatory Governance course.” Board Member Training Introduction to Regulatory Governance Council on Licensure, Enforcement and Regulation

Session Introduction Display slide. Explain that we will first review the session learning objectives and session structure.

Learning Objectives Upon completion of the session, you will be able to: Identify the roles and responsibilities of individual board members, and the board as a whole Recognize the roles of staff and how staff and board members interact Summarize a code of conduct for board members and staff Identify and avoid conflicts of interest Evaluate board performance Display slide. Explain the learning objectives on the screen. Ask if there are any questions.

Roles and Responsibilities of a Board Member Session Map Roles and Responsibilities of a Board Member Board Member Responsibility Code of Conduct Sharing Information Building Good Relationships Evaluation Session Review Display slide. Explain that this session is divided into six lessons. These lessons are: Board Member Responsibility Code of Conduct Sharing Information Building Good Relationships Evaluation Session Review Ask if there are any questions.

Board Member Responsibilities Display slide.

A Regulatory Body is a Public Organization Entrusted to professions Privilege Instrument of government Privilege can be taken away Display slide. Explain There are three key elements to the roles and responsibilities of a board and its members. The first is that regulatory bodies are public organizations. It is important, to consider that we’re in public organizations entrusted to professions. Often regulatory organizations are viewed as professional organizations working within the realm of the occupation. However, when you consider a regulatory organization’s true role, it is an organization for public protection that has been entrusted to a profession. It’s a privilege, it is an instrument of government and it can be taken away. Advise Recently, in some jurisdictions there have been challenges in this regard and there are often sunset provisions that come in to play, calling into question whether or not a regulatory organization should continue to exist and what its obligations should continue to be.

Protecting the Public Interest Mandated to protect the public Entry to practice Professional conduct Continuing competency and quality assurance Linked to reputation Display slide. Explain Another key element in this conversation is protecting the public interest. As an instrument of government, we are mandated to protect the public. It is our sole mission to ensure that only those who are qualified and capable, practice the professions and occupations we regulate. To that end, we have responsibilities to: Entry to practice – ensuring that only those with the right qualifications, experience, and skill sets are legally allowed to practice Professional conduct during investigations, review and discipline – ensuring that if someone has an active license, who shouldn’t, that we conduct ourselves professionally and within the scope of our duties. Continuing Competency and quality assurance – ensuring that while legally practicing, our licensees maintain the standards required of them through continued competency initiatives Linked to Reputation Protecting the public interest is very much linked to the concept of reputation. In the event that we stray from our mandate, it becomes very hard to recover.

Adding Value Setting strategic direction Concentrating on: Organizational well-being Financial health Quality of your work Asking probing questions Adherence to, and adoption of regulations Enabling a high performing CEO to assist and partner with the board Display slide. Explain that the third key element to the roles and responsibilities of a board member is to add value. During your time on the board, make sure that your actions add value, and work towards furthering the goals and objectives of the board. Some of the main ways that you can add value as a board member is through: Setting strategic direction Concentrating on: Organizational well being Financial health Quality Asking probing questions Adherence to, and adoption of regulations Ensuring the organization has a high-performing CEO, and enabling that CEO to assist and partner with the board to complete its objectives Instructor Note The role described here as “CEO” can look different among various organizations. Time allowing, ask participants what the CEO role looks like in their organization.

Asking Probing Questions Keep questions within boundaries of board mandate Ask what and why questions, versus how questions Display slide. Explain As mentioned on the previous slide, one of the key responsibilities of an engaged regulator is asking probing questions. Regardless of how challenging this might be for staff, this is exactly what governors should be doing. However, you must ensure those questions stay within the boundaries of your role as a governor. A how question is operational in focus, and falls under the prevue of your executive director and staff. Asking what and why questions related to the work of the board is really a key behavior of an engaged governor.

Duties of a Board Member Duty of Care Duty of Loyalty Duty of Obedience Display slide. Explain Responsibilities can also be bucketed into three primary areas known as the duties of care, loyalty and obedience.

Duty of Care Accountable to act with due diligence towards: Activities mandated by enabling legislation Financial matters Evaluations Display slide. Explain a duty of care refers to accountability as a board, and as a board member. We’re accountable to act with due diligence towards: The things that are mandated by our enabling legislation Financial matters The evaluations that will let us know that we’re on target related to our outcomes and goals

Duty of Loyalty Alignment with the best interests of the organization Do you have the public’s best interests in mind? Loyalty addresses conflicts of interest and speaking with one voice Display slide. Explain the duty of loyalty means that you align yourself with the best interests of the organization. Ask Do you have the public interest in mind? Can and do you set your personal interests aside when you carry out your board member duties? Explain Loyalty addresses such things as conflicts of interest and the ability of a board to speak in one voice, striving to achieve its vision.

Duty of Obedience To the rules and unity of command Are you obeying the rules as a board member? Rules have many forms Bylaws Rules of order Governance policies Codes of conduct Display slide. Explain the duty of obedience refers to obedience to the rules and unity of command. Ask Are you obeying the rules as a board member? Explain The rules may come in various forms: Bylaws Rules of order Governance policies Codes of conduct

Other Board Members and Staff Licensees and Applicants Board Member Fidelity Other Board Members and Staff Licensees and Applicants General Public Display slide. Explain a board member has a responsibility to several groups in addressing the public’s need for safe and competent practice of their regulated profession or occupation. As a board member, you owe fidelity to the following three groups: The general public Licensees and Applicants Other board members and staff Advise There is no ranking, or order of importance for these three constituencies. As a board member, if you neglect your fiduciary duties to any one of these three constituencies, you have failed in your mission and mandate.

General Public Mandates from government Expectations Qualified, competent members Fairness and transparency Knowledge Display slide. Ask Who is a board member responsible to? Advise There is a book called The Imperfect Board Member, written by Jim Brown. It is an excellent resource to discuss who board members are really responsible to in their various activities. Explain As a regulator, the principle population that we’re responsible to is the public, through government. The general public can best be described as our primary stakeholders. Often, we can confuse our licensees or registrants as our primary stakeholders, as they are the primary source of our funding; however, as a regulator, you and your board are an instrument of government. As an instrument of government, the public is our primary stakeholder, to whom we are most responsible. Ask What does the public expect? Instructor Note: Below are the answers we are searching for, to help you guide the discussion. Qualified and competent members/licensees Fairness in their dealings with us Transparency To understand what we’re about To obtain knowledge from us in terms of our role as we interface with them

Licensees and Applicants Engagement Fiduciary duty Fairness, transparency Education and information Display slide. Ask What about the licensee or even the potential licensee? What is the board member’s responsibility to them? Advise What’s really important about the board’s relationship with licensees, is their engagement with the board. We also have a fiduciary responsibility to the individual registrant. This group pays the fees the board requires for them to be authorized practitioners, and we must ensure that we’re accountable for those funds received and that they are used wisely. We’re also responsible for fairness and transparency; licensees expect fair, objective and impartial dealings with the regulatory agency. Finally, they expect information education and information to be provided that assists an individual in understanding their activity with us.

Board and Staff Listen and participate Complete assigned work Maintain working relationships Ask questions Display slide. Explain We also are looking at responsibilities of a board member to the other members of the board and the staff. Ask What might those responsibilities look like? Advise While specifics vary from jurisdiction to jurisdiction, some common responsibilities include: To listen, to participate To do the work we say we’re going to do To foster strong, healthy working relationships To ask questions in order to help make good decisions Board members do not directly manage, or dictate to junior staff. That is the role of the CEO or Executive Director of your staff. The board should only dictate to the most senior staff member regarding mandates for staff. This is the main reason why it is so important to have a high-performing CEO, a CEO that can manage their staff in alignment with the board’s mandate and mission.

Code of Conduct Display slide.

Code of Conduct Common Themes Be knowledgeable Respect confidentiality Declare conflict(s) of interest Ask questions (respectfully) Listen Be objective Attend Speak with one voice Stay out of operations Accept nothing less Display slide. Explain In good times, codes of conduct are in place and don’t require frequent reference; however, in difficult times, they offer a group the ability to identify how they deviated from the standard or the culture. The common themes among most codes of conduct require you to: Be knowledgeable, you need to read your material and you need to prepare effectively for meetings Respect confidentiality Declare conflict of interest or a bias in a particular matter Ask questions while being respectful Listen to others Be objective in terms of considering the decisions before you Attend - While this should be obvious, sometimes it becomes an issue. Board service is about commitment and involvement. Speak with one voice. Stay out of operations – Reference the previous discussion about sticking with why and what questions. If you start getting into how questions, you’ve moved into the operation side Accept nothing less - meaning is if you’ve got a code of conduct and you’re setting a culture, you will accept nothing less from one another and keep each other honest in that regard Instructor Note: The following slides will highlight some of the key behaviors related to respecting your code of conduct.

Conflicts of Interest Personal Financial Relationships with potential contractors Relationship with person/organization before adjudication panel Financial Pecuniary interest in a matter Display slide. Ask Who here has experienced, or had to declare a conflict of interest? Has anyone had experience with an undeclared conflict of interest that was later brought to light? Instructor Note Some common scenarios of a conflict of interest in regulatory organizations include: A partnership or a working relationship with an individual who is applying for an open contract with the board or college You are an academic representative on a board sitting on the entry practice panel, and one of your students or advisees comes under question Someone you work with comes through the discipline process while you sit on or oversee disciplinary hearings A board member has a financial interest in an issue the board is considering Explain Conflicts of interest, though rare, do arise and some professions with a smaller pool of practitioners may seem them arise more frequently. When they do arise, it is essential that they be handled and managed appropriately. Most jurisdictions have conflict of interest standards set into law

Speak with One Voice Put the interest of the organization first Not a constituency-based organization Majority speaks Achieve consensus where possible Accept decisions made by the board Display slide. Explain One of the main concepts of this course is speaking with one voice. This can be a challenge when you may not agree with the majority, or if a decision is against your own personal interests. However, in your role as a regulatory body member, must put the interests of your organization first, even before your own. Thus ensuring that all decisions focus on maintaining your mandate, as opposed to one particular constituency. There may be heated debates and dissention relating to certain board discussions, but once the decision of the board has been made, it must be carried out consistently by each board member. Board members must accept that a respectful debate has been had, the decision has been made and they are not at liberty to publicly question or go against the decision. Instructor Note Expect, and allow a lot of discussion regarding this topic.

Bad Faith Decisions Not common Insurance, indemnification often protects board for decisions made No protection for board member where: Undeclared conflict Breach of confidentiality Reputation management Display slide. Explain In the event of a bad faith decision, it is best to have a discussion with your fellow board members outside of the meetings and in a round-table format. Ask What are the kinds of issues that can lead to a decision is in bad faith? Advise Bad faith decisions are not common for regulatory organizations. Regulatory bodies are creatures of statute, and often, not always, legislation will indemnify that most of the decisions made by a regulator are made in good faith. Insurance assists with this and the court tends to uphold decisions by a regulatory body based on their statutory elements and the nature of why they were created. However, the FTC vs NC Dental Board decision is an obvious example of decisions made in bad faith and loss of protection. It’s not just personal conflict of interest but groupthink conflict of interest and also not following the rules, that can get a board into trouble. Explain Rulings and reviews never come out in favor of the board if there is any evidence that is related to undeclared conflicts of interest or a confidentiality breach. Board members must be made aware of the kinds of concerns that an organization would see if someone didn’t declare a conflict of interest and what that would mean for the organization’s reputation. Each member must understand, in a practical way, what decisions in bad faith mean to an organization entrusted with the public interest. Best practices advise that procedures dealing with confidentiality and conflicts of interest are included in your code(s) of conduct. We also recommend that a code of conduct include the sanctions and consequences for a board member’s failure to disclose conflicts of interest. All of these will help you avoid decisions in bad faith and maintain the reputation of the organization.

Best Practices Regarding Conflicts of Interest Know the policy Declare conflict Seek advice from Chair, CEO or Committee Chair Leave the room; include departure in minutes Train board members to encourage declaration Display slide. Explain The main concern for board members is to know the policy for proper handling of a conflict of interest. One of the best strategies for dealing with potential conflicts involve knowing the plan, working with the plan, and keeping the plan at the forefront. Conflict of interest policies generally state that individuals need to begin by declaring their potential conflict. They can seek advice, privately, from the President or Chair of the board, perhaps from the CEO, or chair of a committee. When they make their declaration they are providing no information, they simply are declaring, and any specifics about the relationship will only be discussed in those private circumstances. Once declared, best practices state that the individual should leave the room. Some organizations have determined that as long as the individual takes no part in the discussion, they can remain at the table; however, it still creates a presence in the discussion that would be best to avoid entirely. If someone leaves, note in the minutes that they leave the room for your own accountability purposes. It is best to have alignment on the content of the policy related to conflicts of interest, to educate board members about it and, finally, to enforce it. The other question is how to get people to declare their conflict, which is about honesty. It also comes back to ongoing orientation and the importance of consistency. Instructor Note again reiterate that jurisdictions may have processes set forth in their legal codes to address conflicts of interest and the appropriate way to handle them when they arise.

Handling a Disruptive Member Name it Manage it Censure it Move on Display slide. Ask Who here has had to deal with a disruptive board member? What do you think qualifies as disruptive behavior? How did you handle it? Explain It is difficult to call another board member out on behaviors that are unbecoming or non-productive. However, with the best interests of the board in mind, a disruptive member can not be ignored. The best way to manage a disruptive board member is to: Name it Identify what is happening Be honest Maintain a respectful attitude and tone of voice Manage it Get to the heart of the matter Try to determine what is causing the board member to be disruptive, and work towards a resolution Censure it If a board member becomes disruptive, and will not respond to attempts to correct their behavior the board may be required to sanction them Do so within the scope of your policies and procedures Respect respect respect! Never respond to disruptive behavior in kind Move on Once it is done, it’s done. Don’t bring it up again, or use it against the member

Sharing Information Display slide.

Public Information Laws Decisions taken under statute Governance (by choice) Exception to public information In camera meetings Executive session meetings Display slide. Explain Almost everything you do as a board member, is part of the public record. Obviously laws, the decisions we take under statute, and governance are all a part of public record. While laws vary around this by jurisdiction, most meetings are open to the public. Increasing pressure for transparency in public organizations is moving the trend towards public meetings in this direction. There is decreasing opportunity for issues to go in camera or executive session meetings because of the desire for increased public accountability. Generally, there are two reasons to take a matter into an executive session. First, staff decisions and very sensitive discipline issues or discussions, if they reach the board level. Second, legal opinions can be given in camera. Keep in mind, that even these two traditional exceptions, are limited compared to in the past. Even the private nature complaint information is coming under scrutiny and there is a push to make this information public as well. Explain In camera is the Latin phrase meaning in chambers or private meeting. When a session is labeled in camera, or an executive session, it means that the public is excluded from the meeting and not privy to the information discussed during that session. Some jurisdictions may have legal definitions of what qualifies for an in camera session.

Benefits of an Informed Public Increased public confidence Increased public trust Enables members of public to exercise rights Ensures quality of service Increased knowledge of inner workings of regulation Display slide. Ask What are the benefits of an informed public? What are the benefits of transparency and providing information to the public? Advise An informed public leads to increasing the public confidence and increasing their trust which is invaluable for regulatory authorities. An informed public increases the enablement of members of the public to exercise their rights and ensure quality of service. It also results in increased knowledge of the role of regulatory organizations, their accountability, and how regulatory organizations strive for excellence.

Benefits of an Informed Profession Knowledge of the rules of regulation Integration of standards into practice Decreased confusion between regulatory and professional organizations Increased engagement in policy making Display slide. Explain In terms of the benefits of informed profession, the benefits become a little more tangible. An informed profession leads to Knowledge of the rules of regulation Integration of standards into practice Decreased confusion between regulatory and professional organizations Increased engagement in policy making Advise The North American regulatory model is one that relies on the profession to be engaged in self-regulation and an informed profession, generally, can become increasingly engaged in rules, decisions, and development of activities within the regulatory community.

Communication Tools Choice of media is dependent on: Audience Issue Strategy Budget Strive for informed and engaged public, members, and board members Display slide. Explain This is not a communications presentation and it is really too big to be covered here fully, but communication is audience dependent, it’s issue dependent, and it’s strategy dependent. There are multiple vehicles for communication and they are all attached to dollars and resources. Whether it is our annual report, our website, a newsletter or brochure, the media, or face to face communication, communication vehicles are constantly evolving. The evolution of communication methods is incredibly obvious when you consider the advances in social media, Twitter and “app” based devices like smartphone and tablets. Organizations are even using the computer realm Second Life to advance knowledge to consumers about health care, so keeping up with all of the various options available to you is important. Really thinking hard on the right communication tools to create the informed and engaged component about which we just spoke is a key function and responsibility. You do not necessarily have to come up with the specific tools to be used but talking about communication as a whole is critically important at the board level.

Building Good Relationships Display slide.

Building and Maintaining Strong Relationships Strong stakeholder relationships lead to an influential governing voice Identify stakeholders and their strategic fit within the organization Internal – board members, staff, licensees External – government, consumers, academia, other professions Attend to the relationship with your stakeholders Display slide. Explain building and maintaining strong relationships with other stakeholders. These stakeholders might be patients, potential consumers, government, academia and even other professions so ultimately this is about having a governing voice that has influence. As a board member and governor, attending to the stakeholder relationship and thinking hard about the strategic fit of each stakeholder is key to becoming an influential policy maker.

High Performing Organizations One Board One CEO One Vision One Voice Display slide. Explain One of the key factors of high performing organizations is alignment. High performing organizations have great alignment: everyone gets where the organization is headed, they understand the mandate, they know what the outcomes are, and there are some tactics against those outcomes. Alignment can often be described as follows. A high performing organization will have one aligned board. They will have one CEO; they are not involved in hiring, firing and employment of staff, they work through the one staff person and leave the operational details to that CEO. They will have one vision, and they will have one voice. The operative word I know that you can see here is the word ONE and again it comes back to alignment and being clear about where one is headed. Instructor Note The CEO model is one model. Boards within many umbrella agencies do not have hire/fire authority over any staff members.

One Staff Person Board hires CEO CEO hires staff Staff works under CEO direction Display slide. Explain The concept of one CEO or staff person can be a challenge for boards. It is often dependent upon the organizational model and sometimes the models drag governing boards into areas that they, perhaps, wouldn’t fall into otherwise. At times, the model can be the problem, not necessarily the people. For example committee models, where you have regulatory organizations that have a variety of committees, take things one layer lower than board decision making and increase the involvement directly with individual staff. It can create confusion in terms of to whom the staff members report and may muddle the ideal structure of the board selecting the CEO and the CEO being responsible for the direction of any additional staff members. An example might be where a committee chair decides that there might be some really interesting research in a particular area not entirely related to the mandate of the committee so they decide to ask the staff person assigned to their committee to pursue that research. That really isn’t the purview of that particular chair. That chair’s role is to facilitate the work of the committee on behalf of the board. The staff person is to assist in that direction given by the board but any unrelated activity should be under the direction of the CEO. What’s really important for board members to remember is that they hire a CEO and that CEO is the main staff person who is accountable to them.

Evaluation Display slide.

Evaluating Board Performance Meeting evaluation Annual evaluation Self evaluation Peer evaluation Display slide. Explain If you are focused on governance excellence then you need to strive for continual improvement; and if you are a regulatory organization with a mandate to look at continuous improvement of a profession, it becomes even more important to reflect that behavior internally as well. Across the spectrum of governing organizations, a wide range of options are being discussed related to meeting evaluation. Two common options are annual board evaluation and self-evaluation. Although, certainly, literature would say we’re generally not very good at it, self-evaluation is one component. Peer evaluation is another but it presents its own challenges. Many organizations are moving to peer evaluation and it seems to be more comfortable and familiar to those in the younger generations. Peer evaluation, particularly related to chairs, can be an excellent tool to aid in the continual improvement and advancement a governance discussion.

Measuring and Reporting Defining indicators of success Linked to public reporting Identify gaps and opportunities for improvement Display slide. Explain Regulatory organizations are in the very beginnings of what we’ll call the art and science of performance measurement. This includes looking at what would be the indicators of our success, what are the indicators that would tell the public that we’re meeting our mandate, and what are the indicators that would explain to the government that we’re responsible and accountable for our role that’s been vested in us. Some organizations utilize something similar to a balanced score card, others use other mechanisms, but whatever it is that we’re measuring at a board level, needs to be linked with the concept of public reporting. We need to answer the following questions for ourselves and communicate the responses to our stakeholders: What do those indicators tell us? What are the good things? What are the tough things? Where are the gaps? Where are we headed? How do we start to be transparent about the good, the bad, the areas that need for improvement? This reporting can strengthen our integrity by indicating that we’re honest and we’re making some strides but we also have areas for improvement. These are the kinds of conversations that build confidence in our role amongst those very stakeholders that we talked about before: amongst our owners, the public, amongst licensees, and amongst the varied stakeholders that we’re engaged with.

Session Review Display slide. Say “We have completely reviewed all topics within the Roles and Responsibilities of a Board Member session of the Board Member Training – Introduction to Regulatory Governance course. We will now review the key concepts of this session.”

Session Review Responsible to many Governance, not operations Partners in leadership Build public trust Display slide. Review We are responsible to many people and a wide range of stakeholders. Boards are about governance, they are not about operations. They are about the “what” and the “why,” not the how. It’s a partnered leadership. It’s a partnership with the CEO and the board as well as partners in leadership across the profession. This partnership must also include all the various groups that help us to accomplish the kind of regulatory influence that’s important in today’s society. Finally, we’re about building public trust around the mandate that has been given through statute. These are all really important roles that each board member must understand in order for a regulatory organization to function at its greatest capacity.

Learning Objectives Review You should now be able to: Identify the roles and responsibilities of individual board members, and the board as a whole Recognize the roles of staff and how staff and board members interact Summarize a code of conduct for board members and staff Identify and avoid conflicts of interest Evaluate board performance Display slide.   Review the learning objectives. Ask if there are any questions regarding the objectives displayed.

Practical Exercise Display slide. Explain the Scenario Peter is an engineer and is pleased to have the opportunity to serve his profession and sit as a member of his local regulatory board. He is enthusiastic about his profession and wants to contribute. He reads all of his board materials before a meeting and contributes fully to the debate and decision making. The last meeting, however, was very challenging.   A particularly difficult matter was raised for decision. Peter had reviewed the background material before the meeting and felt this matter was particularly important to the profession. Peter believed the proposed recommendation should not be supported. Peter called three of his board colleagues before the meeting to discuss his position. During the meeting, Peter spoke vigorously against the motion but in the end the recommendation was passed. Peter could not believe the Board could not see the problems with their decision, and he is now concerned that his reputation is at stake with his engineering colleagues. He has decided to send out a flyer to help them understand the challenges with this issue, his opinions, and the debate at the Board. He is planning to encourage engineers to write to the Board and suggest they overturn their previous decision. Review the points of consideration for the scenario: What do you view as the key issues for this Board member in relation to governance? How might you manage your concerns if faced with a similar circumstance? How do you maintain a level of awareness that at the Board table, an individual is a member of the Board and owes their duty to that role? Areas for consideration also include: the Board’s rules of order the Board’s code of conduct the Board’s policy on conflict of interest the Board’s policies on speaking representing the organization externally the public interest focus of regulation rather than the profession’s interest how to develop communication strategies with colleagues post board meetings how to use the organization’s communication strategies to ensure clarity of decisions within the profession how to balance personal passion and enthusiasm with the role of a board member Instructor Note: Try to draw the class into a discussion about the points listed above, rather than lecture to them. You may choose to break the class into groups, or continue as a class depending on class size. Advise the group(s) to answer the questions provided in their workbooks. Once complete, you may review the answers as a class if the exercise was completed in small groups.

? Questions Display slide.   Ask if there are any final questions before completing the session.