A note on free markets to my Congressman

Governance readers: it is the duty of a governing board and top management to create a viable company and keep it viable. That means understanding the needs in society, and the wants of the people who buy things, and delivering what will sell.

The Honorable Allen Boyd, Congressman, 2^nd District, Florida:

I appreciate how difficult it must be to vote against the bailout for automakers. It's a tough stance knowing that many consumers may be out of jobs if we don't help. Workers "vote," in a way, by where they choose to work. We would still have coal-driven locomotives if we allowed workers to demand their right to shovel coal into their boilers. The goal to protect jobs, companies and industries impedes progress.

In a free market economy, any company, no matter the size, needs to make it on its own. The answer is not the socialism that waits at the bottom of the slippery slope of government bailouts for corporations.

Ultimately, every business owes outcomes to societies (e.g. improved standards of living) that exceed the cost of the resources it takes from society (land, labor and capital).

It is apparent to me that the U.S. Consumer has voted against our existing auto industry in the most effective way they can, by buying someone else's products. Would you or I invest in a company that makes poor-quality goods? Why then, should the U.S. Government "invest" in our automakers through a bailout? You have answered "we should not." I agree.

How to Measure Strategies

How do you measure success with strategies? This is one of the issues all leaders face. It seems at first more difficult than measuring the progress on a goal, for example. With a goal there is a final measurement (e.g. 5% improvement in something, 10% increase in something) but a strategy is an activity. A strategy is a behavior, process or structure aimed at evolutionary success.

Let's say that your strategy is a pricing strategy, "Keeping our rates at or marginally below the competition." A measuring device could be a journal, of sorts, a notebook or a scrapbook of clippings that chronicle competition's rates and yours.

The measurement of a strategy is first that actions are taken in accord with it, and second, that those actions worked to improve your business. In this case, first, you are actively looking at the rates in the market place. The specific actions you decide to take in this strategy could be identified on your rate sheets that you can later set next to the journal of competitor's rates.

Execution of the strategy would probably be rate adjustments based on the average of competitors' rates, or the general movements of their rates. That execution is evidence the strategy is being followed. A well executed strategy should be positive to the organization's performance. Poor execution under the strategy could make a perfectly good strategy appear to be the wrong strategy.

There need to be adequate records to help you know if the strategy is okay, while the execution was not. In other words, when performance is below expectations, don't automatically assume the strategy is wrong; examine executions under the strategy and evaluate each of those first.

Execution of this fictitious (though maybe common) strategy is simple enough. If company performance does not maintain or improve in spite of good execution, maybe it's the strategy. If your organization is not as efficient as your competitors' this strategy could be disastrous. Research of competitor economics should precede adoption of this and any competitor-linked strategy.

Leadership in the 21st Century--Charlie Rose Interview

I enjoyed this show and I hope you will too.

What Makes a Vision Statement, Well, Visionary?

What is a “vision statement” is a common question today. There are many answers to that question, too. I see too many visions that sound like slogans. I see corporations advertise what they say are their vision statements but, as I define them, they can’t be their corporate vision statements.

I’m looking for some “pie in the sky” kinds of things with my clients because we’ve had too many decades of planning driven by the practical and programmable; “if we can’t project it reasonably with numbers, then it doesn’t belong in a plan.” Stepping back to the macro view, the CU “movement” no longer exists. It has been replaced by the need to shore up and keep healthy the share insurance fund; nothing wrong with that, except that it is now the primary driver, the priority-end kept in mind for too many CU leaders today.

That low-level view leads to concerns over efficiency, strong bottom lines, etc. And, yes, those are important, but they also detract leaders from considering the greater questions, like why do credit unions exist? Do the original reasons for forming financial cooperatives still exist today? Do consumers care if we provide a choice? For how long will they care? Until we stop thinking only about the company, and start considering our relation to the world around us, we will never get answers to those and many more questions.

All of humankind dreams; how come we don’t stopped allowing businesses to dream of what can be, and then, in the course of business, go for it, try to make it happen? All the leaders we respect and admire had/have visions of the future that their practical counterparts considered untouchable. Yet, they shared their visions in ways that inspired followers. So, the corporate vision gets translated when shared with the followers, the employees. We want to elevate their minds and hearts above their narrower vision of a clear desk and a satisfied customer/member, to something larger than their department, larger than their company … because all companies raise the standard of living or improve the quality of life, or perish eventually.

Since the term “Pie in the Sky” means something good that is promised and never realized, I prefer to think of the visionary things as conditions that ought to be. If we limit our corporate visioning to things we can control, then we’re back to limiting our dreams to operations, the things we put our hands on and feel like we’re in control. However, not all aspects of operations are within the credit union’s leadership to control. Consider interest rates, labor law’s impact on benefits and ADA’s impact on construction. We can’t control the competition that may cost us anticipated revenue after the budget is cast.

My concept of a corporate vision for any company is one that recognizes the external impact your organization can have on its part of the world. It recognizes that the good you do for members does not stop within their households, but spills over to the community where they live. Starting with the end in mind at the community-level helps not only your member/customer, it also helps your employees, volunteers and the companies who supply the credit union and also live in those communities.

The business plans developed by management will be shaped by the limited resources at hand. Priorities over what to do in the next ten years will leave some of the ideals of the corporate vision “unfunded.” As long as the leadership (board and top management) never lose sight of the corporate vision, the company will find new and innovative ways to put projects and practices in place, over time (twenty or thirty years), to make its communities better.

When we have such a corporate vision, we will see stronger business plans. Business plans encompassing 1, 2 and more years will get better because they are no longer within themselves, inwardly focused on immeasurableness, projections, and mathematical certainties. Our business plans need something higher to aim at and to try to produce – the better world as captured in the corporate vision.

Now There are Four distinct Board Meetings to Hold

Boards meet. If there were to be no meetings, we would not need boards but a dictator or strong executive. What I mean is, the diversity of a board bears fruit in meetings where particpants are face-to-face in candid communication.
Today, there are several types of meetings boards can have. Here is an outline of four: business, special, executive, and independent directors meeting.
First is the traditional and ubiquitous Business Meeting. This is the meeting boards hold regularly with an agenda of debate, discussion and decisions. Special meetings are business meetings conducted off schedule. Special meetings are most often held because the Board did not finish its business at the regular business meeting or because there is a special discussion or decision required between regularly scheduled meetings. The later is most common when regular meetings are less frequent than monthly.
Executive Sessions are meeting of the board excluding the usual management guests. The most common reason for executive sessions is for the board to talk about, and make decisions about, their direct report -- the executive director/CEO.
The newest board meeting on the landscape is the independent directors meeting. Emerging from the Sarbanes-Oxley Act, this meeting is recognition that corporate boards typically include directors from the ranks of management. Thus, the independent directors meeting is intended to exclude the people who also hold management positions. The absence of managers permits directors to ask questions hey hesitate to ask in front of the experts. Peer discussions may be much more open and the forum allows the independent directors to bring up even the smallest of issues regarding management, when in the formal business meeting, one would not launch a management performance issue until it is more extreme, and then maybe, too late to rectify.
Here is an excerpt from my model Governance Policy Manual (http://danclark.com/products/BdGovPolicyManual.htm), for use by any organization to differentiate their meetings:
Business Meeting: The Board’s business meetings are effective and efficient at discussing big-picture, over the horizon issues, and decisions. The Board wants to make the best of the Board’s power and wisdom while meeting with management’s expertise.
Special Meetings: When the credit union needs Board action between regular business meetings, the Directors will focus on the specific actions noted in the meetings’ call. Minutes will record the actions.
Executive Meetings: The Directors will focus their attentions on the agenda of discussions and actions that the Boards needs to take when only Directors are present. Minutes will record the actions.
Independent Directors Meetings: Directors who are not also employees of the credit union meet with no others present for edification born of candid peer discussions and mentoring. The Board will make no decisions at this gathering. No one will make an official or unofficial record.

Here’e hoping that by holding meetings for uique purposes, your organization benefits from the clarity of purpose.

Ask Dan -- Should the executive staff attend board meetings?

I received an email from a director I have known a number of years. That means that, he's been around a while and yet, is smart enough to know when he's faced with an issue that has no black and white answer. A good deal of governance is common sense and logical. Yet, implementation of governance, in all its facets, is more art than science, much as leadership is both art and science.

BG asked, "What are your thoughts on having members of the executive staff attend the board meetings?

When I became CEO, I brought them to my first and every meeting thereafter. After the first meeting, I made sure the chair knew my purpose: as new CEO, I needed the two VPs to help me answer questions about operations. As the board moved its attentions from perational to strategic, I wanted the opinions of the VPs to influence strategy because, when we began to implement strategy, they already bought in, understood it, and I has less teaching to do.

Pros:

• Expose executives to board interactions for career development.
• CEO can let them answer questions when more detail is needed.
• CEO doesn’t have to relay the board’s sentiments because they all heard it at the same time.

Cons:

• The execs may showboat their area; performing for the boss’s boss - CEO can prevent or handle that.
• When given an opportunity to present or answer, they may go into too much detail. Detail may drag the board's discussion into operations instead of keeping it on a strategic level. The chair and CEO can handle that.
• Directors may start asking questions of the execs directly. On its face, nothing wrong with that with an observant chair at the helm. In a large board (>7) set up a protocol and hold them to it, Chair. In a small board, let it be; chair and CEO should talk together and monitor for effectiveness.
• The directors may begin believing or acting as if they all worked for the board; directors/board may slip into tasking the execs and not just than the CEO. E.g. Some discussion on new markets; top marketer wants to carry out what she believed board was interested in, and it is not what the CEO interprets and wants her to do. Again, chairmen need to provide leadership and listen for slippage into operations. Also, CEOs need to speak up and call it when it happens.
• The board may be stiffled from direct confrontation with their employee, the CEO. Call an executive session or independent directors' meeting regularly so no one suspects it's bad news.

Maybe there are more of each. The cons can be controlled, and should be, because, in my opinion, the value of the pros outweigh any greater number of cons. The business meeting does not have to be the board and it's single employee. In other words, there's value to the organization to have the wisdom of the board balanced with the expertise of the management team, especially in the evolved board that maintains a strategic and visionary focus for its meetings. Why only inspire the CEO by focusing on the vision when you can inspire and reinvigorate the whole management team?

Who should decide? Ultimately, the CEO as the sole employee of the board. Yet, keeping in mind that the CEO works for the board, I am sure there is room for mutual understanding. A board that believes as I do should negotiate, cajole, debate it with the CEO. And visa versa. While the board can dictate to the CEO to bring her direct reports, I imagine that demanding it without some level of agreement could work against the board’s best intentions. A smart CEO will listen to the board's reasoning, be confident and secure in the job, and can control the variables and make it work to his advantage, and thereby the organization's advantage.

When is Micromanaging, Not?

How do you know when governance, a hands-off stance, is no longer right? Leaders of non-profits agree that micromanaging is not desirable. A Board should lead, not manage. Leaders are visionary, guiding and inspiring, and focus on the organization doing the right things. On the other hand, managing means to guide and supervise, and try to get things done right.

In a recent conversation with a director, she told me, apologetically, that for a few years her board had micromanaged. The story was that the Board got involved with operational things. The financials showed stress and it appeared that some of the executive’s staff members were underperforming.

In one case, where deficiencies are not critical, the Board may simply ask more questions that are detailed and request more information than usual. In another case, where deficiencies threaten the organization’s viability, or could, the Board may have to be more ‘directive’ and demanding of the Executive. In either case, diligent governance work includes a better understanding of the issues, obtaining the Executive’s plan to correct them, and follow up on the improvements.

Micromanaging is a continuum from doing management’s tasks, through guiding, to supervising, and to meddling. When a Board is micromanaging, it is not leading. For some directors, micromanaging is like a drug addiction, and like drugs, there are potential side effects:

• Erosion of trust between the board and executive
• Confusion over roles and responsibilities
• Loss of value for the constituencies who provide the funds that pay the executive's salary and benefits

Micromanagement means doing management stuff instead of sticking to leadership stuff. However, from time-to-time, Boards need to drop below their proverbial “30,000 foot level” because of a performance issue. Issues include when the essential ratios are not in desired ranges, excessive turnover in staff, and a significant drop in member satisfaction. In other words, anything thing that left uncorrected will affect the organization's viability.

Fiduciary responsibilities require a Board to pursue anything that may threaten the viability of the organization. A Board would be negligent not to adequately pursue signs of performance issues or negative trends. Therefore, a Board in pursuit of a performance issue is doing its job, and would not be guilty of micromanaging. In other words, serious performance issues are legitimate opportunities for directors to get into the “weeds” for a time, and limited to the area of concern.

Legally, a director or the Board can see anything they want to. Transparency is essential to a Board’s ability to hold the Executive accountable. Inquiry and inspection by a director or Board do not inherently constitute micromanagement. However, doing the wrong things with the answers could be.

A board micromanages when it drops below the governance and strategic level without justification. When a Board has justification to drop below normal levels of discussion and leadership, it is doing its job and not micromanaging. Once the justification disappears, the effective governing Board elevates back to the “30,000 foot level” of leadership.

What is your social purpose?

I believe that every business, every organization must prove that it represents synergy.

Every organization takes three resources from the society, the communities it serves. Every organization absorbs land meaning, when you occupy a space, a footprint on the ground or an office in a tower, no one else can use it.

The same goes for human resources – when they are working or volunteering for you, they are taken from other enterprises, family life, and more. When organizations pull capital from the community, it is no longer available for other investment or spending options.

Organizations process those resources to produce products and services. Here is the first evidence that the organization is accomplishing something.

Sales and advertising efforts generate output, the point when the customer takes the products or services. This often means revenue to the organization. The output stage often defines success to people in organizations.

Yet, the return of customers depends on outcome, the realization by the consumer that the products and services actually made their lives better. If an organization does not generate an accumulative outcome that exceeds the cost of the inputs of land, labor and capital, the organization will collapse and die.

The highest level of planning, strategic planning, deals with outcomes. Where are the needs in the world, the US, your state, the communities you serve that are not being met? There are needs out there. If your organization can identify a need and make a difference, and it made sense based on what you already do well, shouldn’t you look at it carefully?

Analyze the broad market place on a regular basis, not just your niche but broader. Prove your worth by producing outcomes that benefit the communities you serve.