GOVERNANCE PRINCIPLES AND BOARD CULTURE
- The Board of Directors, in cooperation with staff, works to ensure the mission of the organization is relevant, current and consistent with the needs of the organization’s constituency.
- The board speaks with one voice. Diverse perspectives are critical to the board’s ability to govern effectively; however, the power of the board resides in the board as a whole. After a decision is made, each board member is expected to support the majority decision of the board, regardless of how the individual board member voted or his or her personal view of the board’s decision.
- The board holds itself accountable for its actions and results. The board defines its structure, process, beliefs, commitments, and values and ensures that it conducts its business adhering to the highest ethical, legal and fiduciary standards.
- The board is responsible for setting the strategic direction rather than the operational decisions, which are the purview of the CEO. As a general principle, the CEO is authorized to make all operational decisions consistent with a reasonable interpretation of the board’s policies and plans. The board ensures that the organization’s outcomes are clearly defined and evaluated.
- The board’s connection to the operation of the organization is through the CEO, who is responsible for all other employees and is held accountable based on criteria clearly defined in advance. The board must forge a linkage with management that is constructive and empowering.
- Each member of the Board of Directors is expected to be actively involved in board discussions, to spend the time necessary to attend meetings, and to be prepared and informed on the issues.
- The board will operate in a spirit of openness, candor and mutual respect for the opinions of others. The board will foster a culture of inquiry and board members are expected to approach the board’s work with an independent mind. The sharing of diverse points of view is encouraged.
- The board will continually work to achieve excellence through orientation of new members, an emphasis on board member education, frequent discussions about board performance and annual formal assessments.
- The board will provide adequate board time for education, reflection and consideration of diverse points of view on important issues.