Don’t Get Board – Know Your Role The duties and responsibilities of the Board and Directors

It Starts at the Top As the Board goes, so goes the company The Directors carry the responsibility to ensure the Board is operating efficiently and effectively. 4/16/2015CAHRMA Conference Presentation

Elders versus Directors As you look at how Board’s operate, I see a lot of similarities to the Aboriginal culture and how elders were the guiding influence to decisions and how the community moved forward. Elders passed on their wisdom and experience and boards should do the same. 4/16/2015CAHRMA Conference Presentation

Let’s Take a Look at What Not To Do! Here’s a clip from the comic strip Dilbert showing how some Board’s seem to operate. 4/16/2015CAHRMA Conference Presentation

4/16/2015CAHRMA Conference Presentation

What’s the Board’s Job At it’s simplest, the Board is responsible for the direction and protection of the company. The Board oversees, it does not manage. Ultimately, if something goes wrong, it is the Board’s responsibility. 4/16/2015CAHRMA Conference Presentation

Where do you go now? 4/16/2015CAHRMA Conference Presentation Let’s take a look at another video that starts to explain the Board’s role and responsibilities.

4/16/2015CAHRMA Conference Presentation

1. Set Strategic Direction Decide what the company should do. Decide how it should do it. In what time frame? In what way? 4/16/2015CAHRMA Conference Presentation

2. Obtaining Resources It is the job of the Board to make sure the company has what it needs to have, in order to do what it needs to do. 4/16/2015CAHRMA Conference Presentation

3. Monitor Performance Make sure you’re on track. Have some clever KPI’s (key performance indicators). – Things that you know will tell you that people are doing what they need to do. Make sure that you measure things that count. 4/16/2015CAHRMA Conference Presentation

4. Make Sure You Are Managing Risk Includes compliance – Understanding what could go wrong. – Understanding what could cause it to go wrong. – Understanding what could prevent it from going wrong. Making sure you have policies and procedures in place to manage those risks effectively. 4/16/2015CAHRMA Conference Presentation

5. Provide Accountability Make sure that you report to your shareholders. Report in a transparent and open fashion and in a timely manner about the performance of the company. 4/16/2015CAHRMA Conference Presentation

Director’s Liability ”Directors of a corporation are jointly and severally, or solidarily, liable to employees of the corporation for all debts not exceeding six months wages payable to each such employee for services performed for the corporation while they are such directors respectively.” Section 119 (1) of the Canada Business Corporations Act 4/16/2015CAHRMA Conference Presentation

Canada Business Corporations Act There are a number of definitions within the Act that define the personal liability that is assigned to directors of the corporation. As a director, it is very important that you understand the business before you and make decisions that are in the best interests of the ownership. 4/16/2015CAHRMA Conference Presentation

Jim Brown – The Imperfect Board Member “It is obvious that having the skills and knowledge to perform as a smart board is not enough. It is also important that boards be healthy. By this, we refer to issues including the level of trust and candor that exists at the board, the clarity of the respective roles of board and management, the relationship dynamics within the board, and the determination of the directors to subordinate their personal interests and serve the interests of the shareholders or members.” 4/16/2015CAHRMA Conference Presentation

The Imperfect Board Member “The board’s position is not management one step up, it’s ownership one step down.” Jim Brown 4/16/2015CAHRMA Conference Presentation

Seven Disciplines of Governance Excellence DIRECT – Organizational Performance The most fundamental discipline of a board of directors is to direct the organization for high performance. Directing is a proactive discipline, focused on the future. 4/16/2015CAHRMA Conference Presentation

2 nd Discipline PROTECT – Organizational Performance The board is responsible to protect the interests of the owners. Boards are assembled to act as trustees on behalf of the owners they represent, be they stockholders or members or taxpayers in the community. 4/16/2015CAHRMA Conference Presentation

3 rd Discipline RESPECT – Owner Expectations The essence of a board’s job is to direct and protect the organization in the interests of the owners. It follows that being clear about who your owners are and what they are expecting is paramount to governing well. 4/16/2015CAHRMA Conference Presentation

4 th Discipline REFLECT – On Organizational Results It is common for boards to react – either favorably or disparagingly – when they learn of recent results of the organization. However, rather than react, the best response of the board is to take time to reflect. 4/16/2015CAHRMA Conference Presentation

5 th Discipline SELECT – Your Prominent Leadership The people you choose to be officers and directors are very important, because everyone associated with the organization is affected by the results these prominent leaders achieve and the impressions they project. Strong, confident, competent leaders enhance the organization and it’s potential for the future. 4/16/2015CAHRMA Conference Presentation

6 th Discipline EXPECT – Great Board-Management Interaction Great board-management interaction is vital for governance excellence and organizational success. It is helpful for us to remember that lots of organizations thrive with talented CEOs and dysfunctional boards, but no organization does well for long with an ineffective CEO. 4/16/2015CAHRMA Conference Presentation

7 th Discipline CONNECT – For Healthy Board Relations The best boards work together as a team, capitalizing on the strengths that each director brings to the table and demanding full engagement by everyone. 4/16/2015CAHRMA Conference Presentation

Your turn! What did you learn? What’s happening in your community that I missed in the presentation? What do you need to change your situation? Questions 4/16/2015CAHRMA Conference Presentation