Presentation to

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• Presentation to
• Sixth EFC Chief Executive Symposium
• April 2008
• Milan

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• Communication between the Chief Executive The
  Board
• What should they know?
• Katushka Giltsoff
• Partner, The Zygos Partnership

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AGENDA

• Introduction
• The Starting Point
• Skills and Contribution of Board Members
• Your Role as the CEO
• What Skills/Experience Should You Look For From
  the Non-executives?
• Summary
• QA

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INTRODUCTION

• I am a Partner at The Zygos Partnership
• We are one of the leading search consultancies
  established six years ago to focus solely on
  Board appointments and Board reviews.
• We aim to help ensure that the very best is
  brought out of the Board and its Executive.
• We have a reputation for work of the highest
  quality.
• As Board specialists, we traverse all sectors
  from healthcare to financial services to media to
  manufacturing.
• We cover companies public and private and
  directorships of every kind.
• I spend a part of my professional and personal
  time involved in advising not for profit
  organisations.
• I know what to expect from both sides that is
  as an external consultant and as a Board member.

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THE STARTING POINT

• From a Corporate Governance perspective, there
  are expectations set on the executive and
  Non-executive/Trustees.
• Shared objectives and goals are core
• Clarity of purpose and alignment of expectations
  between the Board and the executive are critical.
• Do you know that you have these?
• Have you, the CEO, asked each member of the Board
  for their three key goals for your organisation?
• A common sense of purpose must be understood and
  communicated
• The communication of these objectives and purpose
  is not just a matter of process.

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THE STARTING POINT

• Clear, comprehensive Board papers should be
  provided to the Non-executives ahead of Board
  meetings addressing
• The key objectives relate back to the strategic
  ambitions of the foundation.
• A summary of how various arms of the organisation
  are working/fiduciary issues/fund allocation etc.
• Issues for discussion.
• The Board members must be given these papers
  ahead of time so that they can read, digest and
  comment on information provided.

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SKILLS AND CONTRIBUTION OF BOARD MEMBERS

• Members of the executive and Non-executive are
  responsible for the effective running and
  development of the foundation.
• The Non-executives in a not for profit
  organisation are often chosen for quite different
  reasons than in a commercial environment
• You should ask yourselves why is this?
• What do you expect from your Non-executives?
• What would you like them to bring to the table?
• What mix of skills, experience, drive and
  commitment would you like to see?
• Do you ask for this in the appointment of new
  Non-executive Directors?

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YOUR ROLE AS A CEO

• The CEO must ensure that
• They can display evidence that a formal and
  rigorous evaluation of the performance of the
  business has been undertaken.
• You, the CEO, is in a position to discuss, debate
  and question the executive activities and
  performance of the organisation.
• Effective structures, processes and routes by
  which to communicate to the Board are critical
• Are they in place?
• BUT please remember that the role of the Board is
  not merely to act as an agent to check and
  approve.
• Its views, opinions, advice and experience should
  be sought in running and developing the strategic
  direction of the organisation.

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YOUR ROLE AS A CEO

• The Board needs to understand the CEOs role and
  the bandwidth of responsibilities.
• This is clearly a sensitive issue in not for
  profit organisations when the mix of the Board is
  diverse and/or sometimes questionable.
• The Chief Executive may, on occasion, need to act
  with great sensitivity but that does not mean
  that you should shy away from tackling the
  issue(s).
• Sensitivity is not a good enough reason of why
  not to impart/share knowledge and/or information.
  
• The Non-executives need to understand the
  dynamics of the organisation they should be
  called upon for their advice.

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WHAT SKILLS/EXPERIENCE SHOULD YOU LOOK FOR FROM
THE NON EXECUTIVES?

• The skills of commerce should be relevant in the
  not for profit environment. You should not treat
  your Board as being an irrelevance, or lacking
  any real understanding of what it is that you
  do you often need to take more time sharing
  information.
• Performance is equally important in a
  private/public business, not for profit
  organisation or foundation.
• Is the Board providing you with the support,
  information, advice, counsel and guidance you
  require?
• Has your Board ever considered carrying out a
  Board appraisal?
• Appraisal/evaluation is not only a mechanism to
  ensure good Corporate Governance but can be an
  excellent tool by which to raise and/or resolve
  issues and get to the core of what we are
  about.
• It is still a relatively new concept within the
  not for profit arena but it is increasingly being
  requested for as a service.

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WHAT SKILLS/EXPERIENCE SHOULD YOU LOOK FOR FROM
THE NONEXECUTIVES?

• Very often the non executives feel kept at bay
  dont worry, we, the executives are the experts
  and we know what to do.
• Whereas in most environments, the Non-executive
  views are sought and valued.
• Non-executives can be frustrated by being seen as
  a nuisance that their skills and experience not
  being required or valued.
• The question that then might arise would be do
  you have the correct people on the Board?

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SUMMARY

• What should the CEO expect of the Board?
• Trust and support.
• To share the same goals and expectations and
  therefore have alignment.
• To provide you with clarity of purpose,
  commitment, energy, passion and interest in
  attaining the highest possible levels of
  achievement.

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SUMMARY

• What should the Board expect of the CEO?
• To communicate what the organisation is trying to
  do.
• Develop a strategy and mission in conjunction
  with the Board.
• Display good knowledge of all aspects of the
  running of the foundation and be able to provide
  evidence of this.
• Display and communicate what your own
  contribution is to the running of the
  organisation.
• Have systems and processes to show that you have,
  and can, measure performance.
• You can only achieve this by sharing detailed,
  clear information on a regular basis