1 epac board orientation july 2011 epac board orientation july 20, 2011 introductions and...

1EPAC Board Orientation July 2011

EPAC Board OrientationJuly 20, 2011

• Introductions and Information Sharing• EPAC History and Status• Governance Framework• Roles and Responsibilities• Board Operations• Conflict of Interest• Director Education• Action Planning


What we bring to boards

EXPERIENCE + KNOWLEDGE + REFLECTION - EGO = WISDOM

Bring your wisdom to this and all other

board discussions

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Sharing

• Why did EPAC matter to you enough to volunteer for the Board?

• What do you see as the highest potential for your Board service to EPAC?

• How many other boards have you sat on and in what capacity?

• Name one thing about you that has nothing to do with EPAC or work

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EPAC History

Formed in 1995 (incorporated 1996) in a Toronto bar after an EthicsCentre CA event - it was building corporate awareness of ethics but not helping organizations act on that awareness

Perceived as a service first to organizations that wanted to be more ethical, and only second to members

From the start, wanted to “raise the bar”

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EPAC Past

Initial efforts focussed on the Ethical Standards for practitioners and the Competency Profile

National and regional education events Regional chapter system - pre-dated by

Ottawa Round Table so a continued success only in Quebec• chapters existed in Halifax, Toronto (2 types),

Calgary/Edmonton, North Bay/Sudbury

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EPAC Status

Federally incorporated not-for-profit (will be affected by the new federal act and have to write new bylaws)

Has not sought charity status - yet? Member of Volunteer Canada to get

directors and officers insurance Funded solely through dues and “pay to

play” fees (non-dues revenue)6


Questions on Status?

More info on past at http://www.epac-apec.ca/magazine/2010-no-1-english-canadian-leadership-ethics-practice-moving-forward

Chair’s report May 2011 on plan status doesn’t seem to be on the website any more

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What is Governance?

The provision of guidance and direction to an organization, to achieve its purpose,

reflect its key values, be accountable and fulfill its responsibilities to stakeholders.

Governance is a process not a structure. The Board is a key structure within the

governance process8


Governance Criteria

EPAC envisions a world where people and organizations behave ethically and responsibly

EPAC will uphold the following values in society and in its own operations, and encourage all individuals connected with EPAC to do the same:

1.Have the courage to act with integrity and stand up for the public good

2.Take responsibility to lead and act ethically and help others to do so as well

3.Respond willingly to positive change, and champion the growth of knowledge and wisdom

4.Respect people in all their diversity and encourage living in harmony

5.Be guardians of democracy and civil society

6.Act with transparency except when privacy or confidentiality are the more ethical choices 9

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EPAC Board Orientation July 2011

EPACGovernance Framework

Bylaws and letters patent Members (voting) Board of size 3 - 12 Volunteer officers Board committees Non-board volunteers Limited fee-for-service support

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Board Composition

EPAC membership was intended to include ethics officers, consultants, academics & students across Canada

Board to reflect same diversity - that’s been a challenge since membership is clustered

Comments on Framework and Composition?

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NonprofitGovernance Models

No current model has wide support “One size fits all” solutions are not

acceptable Choices must reflect the culture,

history, people and life cycle stage Legal restrictions but limited liability

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Nonprofit BoardResponsibilities

• Build and Engage Community

• Set Direction

• Ensure Resources

• Provide Oversight

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Build and Engage Community

Benefit the community (is that Canada?) Generate creative ways to improve results Collaborate for maximum community impact Engage stakeholders in decision-making Keep current on the community and sector Promote EPAC in the community Share knowledge to create better public

policies & legislation (but advocacy is usually avoided in EPAC)

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Set Direction

Develop and maintain focus on Vision and Mission

Articulate, safeguard, model and promote organizational values

Establish and oversee implementation of strategic directions

Delegate authority for organizational management/operations (difficult in EPAC but it does happen)

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Ensure Resources

Identify the human, financial & other resources needed for mission achievement

Establish policies for how resources will be acquired

Ensure necessary resources are made available to achieve planned results

Safeguard assets & manage risks

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Provide Oversight(How Will We Know It Happened?)

Monitor organizational health and strategic plan progress, and evaluate outcomes

Monitor if Board direction has been followed Ensure compliance Hire, set objectives with and evaluate the

senior staff person, and plan for succession (not applicable to EPAC)

Oversee the effective functioning of directors and the Board, and plan for succession

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Legal Duties of Directors

Duty of Care - make prudent decisions• Skill and Competence• Diligence - information, attendance

Duty of Loyalty - make them in the best interests of the organization (NOT the best interests of those you “represent”)

Duty of Obedience to laws and rules

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How to Carry out Roles/Make Decisions

Alignment with Mission and Strategic Plan (or amend Plan)

Values-Based Decisions Intentional Board Practices Respectful Group Dynamics

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Board Operations

Advance agendas and advance decision support information

Discussion before motions (no Robert’s Rules!)

Informal discussions, formal minutes Most decisions are by consensus but

consensus is not required Assigned actions

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What Practices Supportthe Work of a Board?

Information flow Opportunities for discussions Quality Board recruitment Continuous learning Officers and committees Accountability for delegated authority

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Board Information

Boards cannot claim ignorance - it is up to boards to identify:• What they need to know for decision-

making and monitoring• What strategic information they want• When and how to receive• Who should analyze/develop

options/recommend (e.g., which committee)

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Decisions at EPAC

How well supported do you feel so far? If not fully, what’s missing?

How good are the decisions so far? If not consistently high, why?

What changes would help?

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Board Meetings

✤ Focus on informed group decisions✤ No time spent conveying information

that could have been sent in writing✤ Treat time as very valuable, and expect

full attendance✤ Discuss only board-level items✤ Respectful but participatory and

challenging24

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Board Meetings Cont’d.

✦ Every agenda should be unique✦ Rules used only occasionally when an

item is contentious✦ Put decisions up-front - people are

fresh, have quorum

How are we doing so far?

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Board Minutes

✦ A critical historical record AND a potential good communications vehicle to prove transparency. Write for release after approval even if not normally made public

✦ A record of decisions and significant discussion points, not ‘who said what’ & no personal privacy info

✦ EPAC has little need for private In Camera sessions but could use, e.g., to discuss Pat’s services

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Committee Structure

Approved but only partly active Will need revision after planning retreat

- e.g., no committee yet on developing tools or resources

Questions/comments so far on the committee use?

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Conflict of Interest

A situation in which a person has a private

and personal interest sufficient to appear to

influence the objective exercise of his or her

official duties

Is anyone aware of current COI issues at

EPAC?

•How well is it working?28

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Managing Conflict

Avoid ongoing conflicts Manage occasional ones with:

• strong process including declaration, avoiding influence, absence

• extra care in decision-making and documentation

• careful recruitment• forcing the issue when necessary

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Director Education

Should happen at every meeting - learn something about the ethics sector, governance, related area

Can arrange other education like this session

No funds to send directors on professional development

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Education Needs

Reading financial statements already raised

How should we address this?

What else?

And how would you like it delivered?

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Board Action Planning

Overall, what needs to change? What are the top priorities for change? Who will lead the changes? When will progress be evaluated?

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What Will a Successful EPAC Board look like?

Success Measures Outstanding Questions/Issues? Learnings from today?

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