CONTENTS List of Exhibits, Figures, and Tables Foreword Preface Chapter 1: The Governance as Leadership model Premises Underlying Assumptions Governance Reform The Three Modes or Mental Maps Why Three Modes? Chapter One Highlights Chapter 2: Getting Started and Gaining Traction with Governance as Leadership What Is Optimized at Board Meetings? What Is Different about Generative Governance? Moving to Higher Purpose and Optimizing Performance: Beginning the Conversation Moving to Higher Purpose and Optimizing Performance: Getting Started Moving to Higher Purpose and Optimizing Performance: Getting Traction Chapter Two Highlights Chapter 3: Encouraging Critical Thinking in the Boardroom Critical Thinking and Metacognition Getting on the Balcony Ways of Thinking Impediments to Critical Thinking Cognitive Biases and Board Workarounds Social Loafing Groupthink Avoiding Groupthink and Its Close Cousins Chapter Three Highlights Chapter 4: Turning Your Board into a High-Performing Team Social Systems Groups and Teams Boards as Teams Effective Board Teams in the Context of Governance as Leadership Chapter Four Highlights Chapter 5: Creating a Governance-as-Leadership Culture Culture 2 Three Toxic Cultures Culture Change Culture Conducive to Governance as Leadership Tools to Support a “Governance as Leadership–Friendly” Culture Chapter Five Highlights Chapter 6: What Governance as Leadership Requires of Leaders Leadership Chapter Six Highlights Chapter 7: Measuring and Sustaining Governance as Leadership Measuring Board Performance Sustaining Governance as Leadership Chapter Seven Highlights Epilogue References Acknowledgments The Author BoardSource Index 3 “Trower offers non-profit boards a clearer and broader lens than heretofore available for addressing the challenges and opportunities confronting the institutions they oversee. The greatest takeaway is the critical importance of the oft-overlooked generative mode of the board – the ‘learning and discerning’ that are not just nice-to-do but absolutely essential for effective board governance in these volatile, complex and uncertain times.” —Jan Bellack, president and John Hilton Knowles professor, MGH Institute for Health Professions “It is only through the leadership of strong boards that organizations can advance their missions. Giving boards the tools and practical advice they need to become best in class is essential to the strength of our non-profit sector. Trower has done this in writing this practitioner’s guide.” —Katie Sloan, COO and senior vice president, Leading Age “Trower has done a masterful job of weaving the groundbreaking theories presented by the authors of Governance as Leadership into an inspiring and practical ‘how to’ guide for those of us on the ground who know the future hinges on the capacity of nonprofit board-executive teams to lead with skill, innovation, and strategic insight.” —Mary Ellen Jackson, executive director, NH Center for Nonprofits “Trower has hit the nail on the head in terms of the need for contemporary not-for-profit governance to transform itself. This is a must read for boards of directors of the sector because we are clearly in a new era of a need to refocus on our responsibility for the public good, the transparent way in which we fulfill that mission, and our accountability for the results we should achieve as stewards of the human and financial resources for which we are responsible. And, it all begins in the board room!” —Larry Minnix, president and CEO, LeadingAge 4 5 6 Copyright © 2013 by John Wiley & Sons, Inc. All rights reserved. Published by Jossey-Bass A Wiley Imprint One Montgomery Street, Suite 1200, San Francisco, CA 94104-4594—www.josseybass.com [Cover art by Jeff Puda] No part of this publication may be reproduced, stored in a retrieval system, or transmitted in any form or by any means, electronic, mechanical, photocopying, recording, scanning, or otherwise, except as permitted under Section 107 or 108 of the 1976 United States Copyright Act, without either the prior written permission of the publisher, or authorization through payment of the appropriate per-copy fee to the Copyright Clearance Center, Inc., 222 Rosewood Drive, Danvers, MA 01923, 978-750-8400, fax 978-646- 8600, or on the Web at www.copyright.com. 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(Cathy Ann) The practitioner’s guide to governance as leadership : building high-performing nonprofit boards / Cathy A. Trower. — 1st ed. p. cm. Includes bibliographical references and index. ISBN 978-1-118-10987-8 (cloth); ISBN 978-1-118-22423-6 (ebk); ISBN 978-1-118-23736-6 (ebk); ISBN 978-1-118-26237-5 (ebk) 1. Nonprofit organizations—Management. 2. Corporate governance. 3. Directors of corporations. I. Title. HD2769.15.T76 2013 658.4’22—dc23 2012033556 7 To my husband, Bill, for his steadfast love and support. To Richard Chait, William Ryan, and Barbara Taylor, for their wisdom. To Alison Hankey, for planting the seed and encouraging this project. 8 LIST OF EXHIBITS, FIGURES, AND TABLES EXHIBITS Exhibit 3.1 Readings on Mental Shortcuts and Cognitive Mistakes Exhibit 3.2 Anchoring and Arbitrary Coherence in Action Exhibit 3.3 The Abilene Paradox Exhibit 4.1 CEOs and Board Chairs Talk About Candor and Trust Exhibit 4.2 Life University Board Mission and Board Agreements Exhibit 4.3 MGH Institute of Health Professions, Trustee Expectations and Statement of Commitment Exhibit 4.4 Cedar Crest College, Board of Trustees Responsibilities/Norms Exhibit 4.5 Daniel Webster College, Board Operating Agreements Exhibit 4.6 Trinity College, Trustee Code of Conduct Exhibit 4.7 Questions Frequently Asked by Board Members About What to Expect from Board Service Exhibit 4.8 Individual Board Member Performance Self-Assessment Exhibit 4.9 Board Team Assessment Survey Exhibit 5.1 Board Sensemaking in Action Exhibit 5.2 Board Member Personality Types Ranging from Destructive to Benign Exhibit 5.3 Liberal Arts College, Board Meeting Goals Exhibit 5.4 Sample Consent Agenda Exhibit 5.5 CGLA Board of Directors “Before” Agenda Exhibit 5.6 CGLA Board of Directors “After” Agenda Exhibit 5.7 CGLA Organizational Performance Dashboard Exhibit 5.8 Advance Surveys and Breakout Groups Exhibit 5.9 Pre-Meeting Clarification Protocol Exhibit 5.10Board Retreat/Meeting Evaluation Exhibit 5.11Sample Committee Assessment Questions Exhibit 5.12Sample Committee Assessment Tailored to a Specific Need Exhibit 6.1 CEO Advice Exhibit 6.2 CEOs and Board Chairs Reflect on Their Relationship and Leadership Exhibit 6.3 Tips for Building the CEO-Chair Relationship Exhibit 7.1 Sample Interview Questions Exhibit 7.2 Sample Questions—Board Performance Profile Exhibit 7.3 Sample Questions—How Well Informed Is the Board? Exhibit 7.4 Sample Data Display—Highest and Lowest Ratings 9 Exhibit 7.5 Sample Data Display—Least Consensus Exhibit 7.6 Board Coach Services FIGURES Figure 1.1 The Governance Triangle Figure 1.2 Depiction of a Triple Helix Figure 1.3 Governance Modes or Mental Maps Figure 1.4 Generative Thinking: Four Scenarios Figure 3.1 Sample Cards in the Asch “Line Experiment” Figure 6.1 Boards and Generative Opportunity Figure 6.2 Contested Territory: In Theory Figure 6.3 Contested Territory: In Reality Figure 6.4 Common Ground Figure 7.1 Information Gap Display Between What the Board “Should Be” and “Is” Informed About Figure 7.2 Sample Data Display: Lowest to Highest Composite Scores by Theme Figure 7.3 Sample Data Display: Single Item Score Difference by Length of Service on the Board Figure 7.4 Sample Data Display: Single Item Score Difference by Executive Committee Service Figure 7.5 Sample Data Display: Excel “Radar” Chart Figure 7.6 Sample Data Display: Overall Board Performance Grade Distribution Figure 7.7 Sample Data Display: Time Well Spent Figure 7.8 Board Performance Dashboard TABLES Table 1.1Fiduciary Oversight to Fiduciary Inquiry Table 1.2Strategic Planning to Strategic Thinking Table 1.3Comparing Type I and Type II Governance Table 1.4Comparing Types I and II to Type III Rules Table 1.5Comparing the Three Types of Governance Table 3.1Questions for the Application of Universal Intellectual Standards Table 3.2Hedgehogs and Foxes Table 3.3Discussions Versus Dialogues Table 4.1Characteristics Differentiating Boards from Other Teams Table 4.2Board Member Trait and Preference Inventory (Extracts) Table 4.3Sample 360 Questions for Boards 10