CAIS Concurrent Session Implementing Governance as Leadership Richard Chait Harvard University January 27, 2007

Hiring a New Head For 75 years, Head of girls school has lived on campus. For 75 years, Head of girls school has lived on campus. Top candidate wants to commute 30 miles; pledges to be on campus as much or more than predecessors. Top candidate wants to commute 30 miles; pledges to be on campus as much or more than predecessors. Two teenagers in high school, one with special needs; spouse heads research lab that requires proximity. Two teenagers in high school, one with special needs; spouse heads research lab that requires proximity. May move onto campus in 3-4 years. May move onto campus in 3-4 years.

Should school require new head to live on campus? Fiduciary: Housing allowance? Other costs, uses, occupants, compromises, candidates? Peer policies? Strategic: Availability to students & staff? Affect on image? Hosting? Fund-raising? Parents? Morale? Generative: When to break with tradition? Congruence with school’s mission & values? Symbolic message to students? Requisites for success as head?

Find. Frame. Focus. Decide what to decide → decision agenda. Discover the “main things.” Seek strategy memo annually from CEO. Frame and name issues → action agenda. Develop annual work plan and time budget. Think strategically more than plan strategically.

Strategic Thinking Strategic Thinking What are the “big ideas,” or winning propositions? What are the superior insights behind the big ideas? What do we know others do not? What will we do better than competitors that our customers will value? What part of strategy challenges status quo and existing assumptions? What does strategy imply about changes in customers, services, delivery? What outcomes signal success? What will we not do, no longer do, not do as much or as well? How will strategy reinforce or alter resources, rewards, structure, culture? What current and proposed initiatives best exemplify the strategy? How will students’ educational experience improve? What part of plan would be jeopardized by disclosure to competitors? What are rivals doing to catch up, pass us, or put more distance between us?

Organize to Do the Work Wear “tri-focals.” Situate issues on the generative curve. Work “a la mode.” Organize work around substance, not structure. Plenaries drive committees not vice versa. Assess committees’ contributions, past & projected. Merge, abolish, suspend marginal committees.

Know the Business Position board as learning community. Position board as learning community. Learn what others think. Learn what others think. Confer with stakeholders, staff, other boards. Confer with stakeholders, staff, other boards. Visit other venues. Visit other venues. Identify and close trustee knowledge gaps. Identify and close trustee knowledge gaps. Discuss instructive cases and practices. Discuss instructive cases and practices. Read relevant articles, discuss implications. Read relevant articles, discuss implications. Build intellectual capital. Build intellectual capital.

Make Meetings Meaningful Fit format to content and purpose. Fit format to content and purpose. Emphasize strategic themes & seasonal topics. Emphasize strategic themes & seasonal topics. Provide governance information. Provide governance information. Create efficiencies: consent agendas, discussion questions, pre-clarification, flash reports, dashboards. Create efficiencies: consent agendas, discussion questions, pre-clarification, flash reports, dashboards. Distribute responsibility for quality of discussion. Distribute responsibility for quality of discussion. Regularly schedule KPAWN/KTAWN hours. Regularly schedule KPAWN/KTAWN hours. Regularly schedule executive sessions. Regularly schedule executive sessions.

Promote Robust Discourse Tap intellectual capital of the board. Tap intellectual capital of the board. Tap collective mind of the board. Tap collective mind of the board. Optimize participation: Optimize participation: Breakouts Breakouts Silent starts Silent starts One minute memos One minute memos Future perfect history Future perfect history Surveys Surveys Panels Panels Role plays Role plays Encourage congeniality and collegiality. Encourage congeniality and collegiality. Discuss catalytic questions. Discuss catalytic questions.

Build the Team Develop group goals. Develop group goals. Articulate group norms. Articulate group norms. Orient trustees to the board. Orient trustees to the board. Promote inclusiveness, avoid inner circle. Promote inclusiveness, avoid inner circle. Express collective directives. Express collective directives. Allow “look-in” at Executive Committee. Allow “look-in” at Executive Committee. Provide template for trustee selection. Provide template for trustee selection. Solicit criteria and nominees for board officers. Solicit criteria and nominees for board officers. Invite input on CEO review, share results. Invite input on CEO review, share results.

Ensure Accountability Adopt & enforce statement of mutual expectations. Adopt & enforce statement of mutual expectations. Situate trustees at boundaries of organization. Situate trustees at boundaries of organization. Evaluate board, committees, and trustees: Evaluate board, committees, and trustees: Fast feedback, self-assessment, governance by objectives, third party review. Establish and enforce term limits. Establish and enforce term limits. Fortify role of governance committee. Fortify role of governance committee. Publish annually state-of-governance report. Publish annually state-of-governance report.