< Back Understanding the Importance of Ethics Michael Daigneault and Jennie Boden Nov 28, 2017 Principled leadership is a vital part of any cooperative’s DNA. For many years, my focus was on ethics – particularly organizational ethics. As an undergraduate at Georgetown University, I majored in philosophy and minored in psychology. My father thought it was imprudent to follow such a course of study, but I persisted. As such, I studied many of history’s greatest ethicists. I went on to law school, immersing myself in the study of law and justice. My favorite class was…yes, legal ethics. (Many of my law school colleagues were convinced something was seriously wrong with me at this point.) I then decided to double down and became the first person to receive a Masters in Law from Georgetown University Law Center with a concentration in Legal Ethics and Professional Responsibility. I went on to found a consulting practice called “Ethics, Inc.” and then served as President of the Ethics Resource Center – the nation’s oldest, independent ethics center. I even had a license plate for my car that read “Ethics 1.” It’s safe to say, ethics was a really big part of my personal and professional life! And then…my central focus shifted. Over the course of my early career, I witnessed ethical lapses in both for-profit and nonprofit organizations that were attributed (by their senior leadership) to the actions or decisions of a “rogue employee” or “bad person” in their midst. Occasionally this was the case, but often it wasn’t the whole story. In helping many institutions in their quest to address the difficult ethical questions or situations that confronted them, I came to realize that many of their so-called “ethical challenges” were actually – at their root – issues of governance. As a result, in 2012 I️ and my wife, Alessandra, created a new limited liability low-profit firm dedicated to the public good firm – Quantum Governance, L3C – that reflects a substantially broader governance and leadership focus. (And yes, I also have a new license plate – which now reads “QNTM GOV.”) “A fish rots from the head down.” It’s a cliché, yes, but it’s a cliché because it’s repeated so often; and it’s repeated so often because it’s so often true. What I have continually observed over the years is a failure of genuine leadership at the Board or senior management level. These failings frequently resulted in organizational cultures that ignored (or even encouraged) unethical or unprincipled decisions. The likely causes were as varied as the organizations I came into contact with…a lack of clarity around tradition-bound leadership roles and responsibilities…too much authority in just a few individual’s hands…lip service by leaders to an ideal – and then actions to the contrary…the absence of proper boundaries…a lack of transparency and – yes – sometimes a systemic failure by leadership to set forth the ethical standards (and then clearly communicate, model and reinforce them) that are a vital part of a sustainable organization’s DNA. To govern is to steer, direct and influence or persuade from a position of authority. It includes at the very least both the Board and the Management team, and it addresses both their formal (directional and policy setting) and their informal (influence and persuasion) forms of authority. Ultimately, governance deals with the legitimate distribution of authority throughout a system – whether a country, corporation or nonprofit. As such, does governance include ethics? Yes! But just because you’re getting your “governance house in order” doesn’t necessarily mean that you’re paying sufficient attention to your ethics culture, standards and practices and that you’re regularly working to instill them throughout your credit union. At Quantum Governance, we are ever-mindful that there are a lot of things resting on the shoulders of today’s volunteer and staff-led credit union leadership, but we are growing more convinced that a first-in-class ethics program should be among them. Previous Next

Cris Wineinger President, Wineinger & Associates Cristina Wineinger, President of Wineinger & Associates is an adjunct Senior Consultant at Quantum Governance. Cristina has over 27 years of experience in all aspects of nonprofit management and consulting both in the United States and Bermuda (where she was born and raised). Her diverse client base includes churches, private schools, environmental agencies, cultural organizations, social service providers and hospitals. Her consulting services encompass capital campaign management, business assessments, governance, strategic planning and nonprofit mergers. In the last 27 years, Cristina has provided guidance to fundraising campaigns totaling over $175 million. One of her more recent clients is the Bermuda Hospitals Charitable Trust where she helped raise $35 million in a country of only 65,000 people. This fundraising campaign is the largest in Bermuda’s history. Additionally, Cristina has helped many nonprofits to chart their path forward through comprehensive strategic assessments and planning. In 2005, Cristina moved to the US with her family and launched Wineinger & Associates, Ltd., a full-service consulting firm for nonprofits. Wineinger & Associates serves a variety of nonprofit organizations both in Bermuda and across the US. In addition to her business, Cristina is a popular speaker both in Bermuda and the US and an Executive Partner at the College of William & Mary’s Mason School of Business. Learn More Back

About Quantum Governance Our Vision Exceptional Leadership for Mission-Driven Organizations. Our Mission Partnering with mission-driven leaders to enhance governance and strategy effectiveness for exceptional outcomes. Meet Our Team Who We Are Over a decade ago, Quantum Governance was founded as an L3C, a low-profit, limited-liability service organization dedicated to the public good. Today, we are part of Callahan & Associates , a D.C.-based, employee-owned company with a mission to empower credit unions to impact their members and communities in meaningful ways. Quantum Governance is a focused team of experts in governance and strategy. Our work is designed to help organizations realize the full potential of their missions. We provide assessment, consulting, planning, facilitation and implementation services to mission-driven organizations of all sizes. Our Values Authenticity. We are committed to being truth tellers, knowing that candor empowers our clients to better fulfill their vision and mission. Compassion. We connect with empathy, kindness and respect. Innovation. We strive for creative and nimble ways of thinking, doing and growing. Diversity. We advocate for the enrichment that diverse backgrounds,experiences and perspectives provide in shaping better outcomes for everyone. Inclusivity. We value the unique insights and contributions of each individual. Dependability. We honor our commitments and build trust through consistently responsible actions. Excellence. We set – and then work to exceed – the standard of what is being asked or expected to produce work of the highest quality.

< Back A New Credit Union Model with Classic Principles Focuses on Social Purpose Michael Daigneault and Caitlin Hatch Oct 1, 2018 Reclaim the ‘why’ of credit unions by deeply embedding social purpose in all your activities. Most modern credit unions significantly under-leverage their cooperative model. A key reason for this is the way the leaders of most credit unions conceive of “success.” Our thinking a few years ago was that the perspective of all CU leaders about success fell somewhere along a spectrum we could define (see graphic). On one end of this spectrum, CU leaders were very “member-centric” in their approach. “After all,” they would say, “credit unions exist for their members. Success is providing member services and benefits that improve people’s lives—sometimes at the expense of better financial results or ratios.” These CUs’ cause was to—first and foremost—benefit the member. They did so while prudently ensuring the ongoing viability of CU operations. On the other end of the spectrum, CU leaders were strongly focused on their CUs’ “financial performance”—fundamentally oriented toward financial success, growth and sustainability. “You can’t help members if you don’t exist” was a perspective such credit unions often shared. They did not ignore their members by any means, but ultimately, success for credit unions on this end of the spectrum was primarily based on classic financial measures, sometimes at the expense of rewarding members first. Their “cause” was to ensure the ongoing financial health of the credit union so that it might, in turn, offer products and services to members and their families. Still other CUs were in the middle of our success spectrum and took a “balanced approach.” These CUs did all they could to thoughtfully harmonize the member-centric and CU-centric approaches. They saw the essence of their success as an ongoing balance of excellent service and strong financial results. Sometimes service was paramount in their thinking. Sometimes financial strength had to be the priority. Overall, however, the careful balancing between the two would lead to true success. These CUs’ “cause” was twofold: to benefit members and craft a strong financial cooperative. More recently, as we have talked to other CUs about ways they could take greater advantage of their cooperative model (and what it truly means to be a CU today), we learned that a few were thinking in a new way about success. These CUs reported that the essence of their approach was to include their relationship to their communities in their thinking about every one of their programs. These CUs have a new cause orientation and new success metrics. After talking with these CUs, did we need to revise the entire spectrum? The answer was a resounding yes and no. We’ll explain. ‘Revising’ the Spectrum The much more robust and comprehensive “community focus” that these CUs were taking didn’t seem to fit well on our initial spectrum. On the other hand, this new approach remained closely related to the fundamental CU ideas of member service and financial strength. What we ultimately learned is that by adding a third focal point—community —to the member-centric and financial performance focal points, a new way of framing success for credit unions emerged, one that is a direct descendant from the movement’s foundational principle of people helping people. At this point, some of you may be thinking, “Hey, maybe we are already a social purpose credit union. We already do lots of good things in the community.” You are not alone in suggesting this, but the social purpose approach goes much farther than nearly all of the community engagement efforts we have seen to date. As Coro Strandberg , former chair of $21.7 billion Vancity , Vancouver, British Columbia, and a corporate social responsibility pioneer, explains, “It is not uncommon for credit unions to find that they are not as far along toward becoming a social purpose organization as they think they are. It is because they already have the philosophy built into their DNA. [But, because of that,] they think they are doing more than they actually are!” The Social Purpose Model The social purpose approach—fully executed—means integrating social purpose into everything a CU does. It has a direct connection to the values and underlying principles that propelled the CU movement many years ago. In this model, the CU commits “a substantial portion of its assets to social finance projects rather than having social investment as an ancillary corporate social responsibility plan,” wrote Sean Geoby and Olaf Weber in a 2013 article in the Journal of Sustainable Finance and Investment . In other words, the focus on community impact becomes the driving vision of the CU, which then embeds social purpose values into all aspects of its governance, strategy and operational efforts. This does not mean that a CU should abandon its members nor the credit union’s financial health. Rather, to really serve members and substantially grow the credit union’s financial strengths, shifting to a broader focus on community can help rally many more people and organizations to the “cause” of the credit union. To do this, Strandberg advises, “As a board and management team, you need to determine what your purpose is. Why are you here?” The answer, she suggests, should not be to just meet member financial needs, but to go beyond such needs and—in a targeted manner—address some of the broader societal issues negatively impacting members and their families. And yes, this may mean helping others in the community who are not yet connected with the CU. As Simon Sinek challenges us all in his book, Start With Why: How Great Leaders Inspire Everyone To Take Action , organizations need to both examine and reclaim their “Why?” CUs should certainly serve their members and their families with excellent products and services—what Sinek terms the “what.” They should also effectively execute their cooperative business model and maintain strong and sustainable financial fundamentals—which Sinek calls the “how.” But they should also think deeply about their core societal purpose—the “why”—a societal purpose that embraces members’ needs, but also extends far beyond just members in its ultimate reach and impact. This helps to transform the entity from one that simply provides a service or a commodity—like so many others in the marketplace—into a social movement. A cause! When helping the community becomes part of your core product line, and you think about it that way and it's part of what you are doing, focused on it on a daily basis, you are starting to arrive. -- Brett Martinez, Redwood Credit Union Social Purpose CUs Vancity : Chief Governance Officer and Corporate Secretary Karen Hoffman says the CU defines success as “building healthy communities and increasing and preserving the well-being of our members.” Under this vision, the CU has achieved 25 percent market share in one of Canada’s most sophisticated and international financial cities. Vancity does not focus on community simply because it has the “luxury to do so” due to its large asset base. It is so large today—and has gained such a passionate and loyal membership—due to its courageous decision to improve the Vancouver community. The CU has succeeded in transforming itself into a cause to improve Vancouver—a cause that many people in the city and its surrounding areas can truly believe in and actively seek to be a part of. For example, one of the CU’s most important efforts is its high-impact community investment loan that supports affordable housing; social purpose real estate; local, natural and organic food; the environment and energy efficiency; as well as social enterprises and social ventures. The CU’s social finance portfolio dwarves traditional corporate social responsibility efforts at many institutions. Vancity’s journey toward the social purpose model was sometimes two steps forward and one step back. The CU’s leaders had to experiment to see what would work. Other CUs can learn from its experience and take inspiration from its success. University Federal Credit Union , Austin, Texas : Under the banner of “When Our Community Is Strong, We Are Strong,” $2.3 billion University FCU has elevated its already strong community efforts to a new level. “This demonstrates where the heart of UFCU is—with our members and our community,” says Heather McKissick, VP/community impact and a CUES member. “In only its first year, our DO GOOD program has rallied our employees’ efforts around our community partners and made a real impact on the people they serve.” The credit union’s CEO, Tony Budet, understands that the model has its challenges. “We needed to attract new leaders to our board who were from within the community and had an interest in it, and it was a culture clash at first,” the CUES member says. “It’s difficult to go through that. A lot of credit unions will have this challenge if you don’t have an anchor or a group of people on the board who are part of the community you serve. It needs to be board-driven.” Lake Trust Credit Union , Brighton, Michigan : David Snodgrass, CCE, CEO and a CUES member, says: “We were talking about our strategy, culture and our business plan and we were wrestling with answering the question, ‘Why?’ We started reflecting on, ‘Why we are here?’ and ‘What is our purpose beyond just the traditional banking services we offer?’ It is still a journey we are on today.” $1.8 billion Lake Trust CU pursued a number of avenues, including forming a 501(c)(3) foundation to encourage charitable participation in some of its community endeavors, pursuing a grant from the U.S. Treasury’s Community Development Financial Institutions Fund. “Our CDFI grant request is to help seed a micro loan fund for small businesses in rural communities across the state of Michigan and to help us to take more risk than we would otherwise in our standard business practice—take a chance on a single mom who wants to open a hair salon, a young man who wants to open a pizza shop, in an effort to breathe economic opportunities into our smaller communities across the state,” Snodgrass says. Like Budet, Snodgrass also emphasizes that a social purpose model needs to be driven at the board level. Lake Trust CU has recently added four new board members and two associate directors from the non-profit sector with very deep roots in the community. “The contributions of our new board members have been multiple,” he explains. “It has invigorated the leadership team … to think even bigger about where we can go. They have opened up their networks to us and connected us to other thought leaders or other social purpose enterprises. That has been priceless. Having partners is part of this—we can’t do it all ourselves.” Redwood Credit Union , Santa Rosa, California : Sometimes pressing circumstances demand new approaches. Last year $4.3 billion Redwood CU found itself at ground zero in one of the most destructive wildfires in California history. CUES member Brett Martinez, CEO, says that the CU’s historic response was a result of having reacted to earlier fires in 2015 and 2016 and the recognition that the CU was able to react in an emergency to meet its communities’ needs. Because of its already deep relationships, Redwood CU was able to raise $32 million from 41,000 donors and help ensure the funds got to the right hands. “The state senator knew the areas, what the needs are, and the newspaper helped to communicate, get the word out and manage the communication, and that helped us being able to take in and distribute the money,” Martinez says. “Affordable housing is a huge issue,” he adds. “We didn’t do construction loans. We didn’t do agriculture lending either. There were other people doing that, and there wasn’t a need. Now, we are doing them, and we intend to keep doing them, even after recovery is completed. When helping the community becomes part of your core product line, and you think about it that way and it is part of what you are doing, focused on it on a daily basis, you are starting to arrive.” Redwood CU’s response to the disastrous fires has helped to propel it to a whole new level. Its leaders acknowledge they will never be the same after this experience. Future plans include more fully integrating the lessons learned—a hallmark of a maturing social purpose model. Pursuing the Model Snodgrass acknowledges that really understanding community needs and developing authentic relationships with community partners can be challenging. “Deciding to do this requires a degree of humility,” he says. “It’s not about you—all of your energy is directed to others. We were meeting with a social purpose organization in downtown Detroit. They are doing some amazing things: employing homeless women, designing jewelry, creating products. We wanted to understand how we would could add value and support them. We were met with a degree of skepticism. When you start engaging in community organizations, they don’t expect that somebody really cares. They expect that this is some sort of propaganda play.” Much work remains to be done to fulfill the promise of CUs’ social purpose model, which offers a blend of classic CU principles, an innovative community-centered approach and the promise of re-energizing the “why” of CUs in a way that appeals to young people. The approach also appears quite flexible and allows for both incremental development and a broad reach. It also stimulates innovation and a renewed passion from credit union leadership in how they design the credit union to be a meaningful cause—a cause that genuinely invites others to collectively reclaim the “why” of a credit union and create positive impact for members, their families and communities. Caitlin Hatch previously served as a senior consultant with Quantum Governance and has worked with credit unions for the past eight years, focusing on governance and strategic planning. Prior to that, she served for 25 years as general counsel and corporate secretary for the largest anthracite coal company in the United States. Previous Next

< Back Being Chair Is More Challenging Than You Think Michael Daigneault and Jennie Boden Jul 23, 2019 In addition to playing an important role in managing the CEO, the chairman also plays a key role in managing the board itself. When we work with credit union boards, and in particular with chairs, we’ll often start by asking the provocative question, “Should boards manage?” Immediately the resounding response, of course, is “No!” But when we ask our clients to dig a little deeper, to think a little harder about the important work they do to govern their credit unions, ultimately one brave individual will, in a quiet, tentative voice say, “Yes … ?” That response is often more of a question than an answer—remembering that the board is responsible for managing its one employee, the credit union’s CEO. Go further, we implore them. Deeper. The board is also responsible for managing itself—for managing the work of the board, or ensuring that it effectively and efficiently fulfills its solemn roles and responsibilities. And to that end, we consider the chair to be the “Board Operations Manager in Chief.” But how many chairs are fully prepared to take up this important mantle? If you are, or have been, the chair of your credit union’s board, did you go to school to learn how to be effective? Did you attend board meeting facilitation training? Get schooled in board meeting agenda design? Public speaking? CEO relations? You get the point. It’s been our experience that many board chairs ascend to the position feeling not quite prepared to take on all of these responsibilities. In fact, many of them don’t fully understand the full breadth of the chair’s responsibilities. Consider the following job description. Today’s contemporary board chair is responsible for: Crafting & Effectively Facilitating Meetings Set the agenda for board and executive committee meetings in concert with the CEO. Call to order and preside over meetings of the board and the executive committee. Encourage and expect full and robust participation of board members at meetings. Help to maintain a healthy balance between operational and strategic discussions. Building a Positive & Healthy Board Structure & Culture Appoint committee and task force chairs as well as committee members. This “appointment power” is perhaps one of the most important responsibilities most chairs have! Work with the governance and nominations committee (if you have one—If you don’t have one, charter one now!) to ensure appropriate and effective identification, recruitment and onboarding of new board members. Work with the governance and nominations committee to create a positive and effective board and board member process. Serve on the executive committee and as an ex-officio member of all board committees. Acting as Key Liaison With the CEO Act as a representative of the board as a whole, rather than as an individual supervisor to the CEO. Help to establish the strategic direction of the credit union, working in partnership with board colleagues and the CEO. Work with the treasurer, the directors and the CEO to oversee the credit union’s budget and support the development of and adherence to sound fiscal policies to safeguard the integrity of the credit union’s financial management systems. Optional: Have the power to sign, in addition to the CEO, on behalf of the credit union, all contracts authorized either generally or specifically by the Board. Setting & Modeling High Standards for Board & Staff Oversee efforts to build and maintain an exceptional governing board by setting goals and expectations for its members. Convening board discussions on evaluating the CEO and ensuring the effective negotiation of the CEO’s compensation and benefits package, as well as serve as a key conduit for information to the CEO. Acting as One of the Credit Union’s Chief Ambassadors Serve as the official spokesperson for the board among community members and the media, in addition to the CEO. Encourage board members to act as credit union ambassadors and encourage board member participation in credit union events, as appropriate. Inspiring & Engaging the Board Inspire a shared commitment to the credit union’s vision, mission and strategic goals. Cultivate leadership among board members. Encourage board member development, including further education in the credit union’s governance. The good news is this: There is training for future or existing board chairs. In fact, we’re leading one for CUES. This will be a time and place where you can deepen your understanding about your fundamental roles and responsibilities and gain critical knowledge about building an effective board culture, evaluating your CEO and even facilitating great board meetings. We promise an engaging, provocative exchange that will push you to the edge of best practice in board leadership. Previous Next

< Back A Case for Reaching Higher Michael Daigneault and Caitlin Hatch Sep 26, 2017 Musings on the Federal Reserve’s proposed guidance on supervisory expectation for boards In August, the Federal Reserve published its Proposed Guidance on Supervisory Expectation for Boards of Directors and invited comment and discussion on the subject of better performance though better governance—a topic near and dear to us at Quantum Governance . These proposed guidelines, which apply directly to the boards of directors of banks and savings and loans (not credit unions), seek to “establish principles regarding effective boards of directors focused on the performance of a board’s core responsibilities.” These proposed guidelines are inspired largely by the 2007-2009 financial crisis and are designed around supporting “safety and soundness.” While we applaud any effort to improve governance, we are concerned that these guidelines are too focused on the oversight or a “supervisory” role for the board. That is, they are concerned largely with mitigating exposure to risk and, as such, promote a narrow view of the board’s role in governance. Even though the proposed guidelines do not directly apply to credit unions, we think it is vital to comment, as there are natural parallels to credit union governance. The Fed’s proposal seeks to better distinguish the role of the board from that of management by encouraging the board to focus on its core responsibilities: (1) setting clear, aligned and consistent direction; (2) actively managing information flow and board discussions; (3) holding senior management accountable; (4) supporting the independence and stature of independent risk management and internal audits; and (5) maintaining a capable board composition and governance structure. While all of these are admirable goals, they tend to cast the board’s work in the more traditional role of fiduciary oversight, focused on monitoring performance and mitigating risk. While these things are certainly important and necessary for preserving the safety and soundness of a financial institution, they only address one aspect of what makes a board truly effective today. Governance today is not, as the proposed guidelines imply, simply a matter of carving out areas of responsibility and levels of oversight. To foster a highly effective governance culture, a board must create a genuine, constructive partnership with the CEO—and in credit unions, with the supervisory or audit committee as well. This constructive partnership, we believe, is the true foundation of good and effective governance. A well-conceived constructive partnership is one in which the duties and responsibilities of all parties are clearly communicated, understood, respected and mutually supportive of each other. The board knows not to get involved in day-to-day management (indeed, this is one of the desired outcomes stated in the Federal Reserve’s Proposed Guidelines), but its role goes far beyond this basic standard. The proposed guidelines do acknowledge a situation that bedevils credit union boards as well as bank boards—the overly burdensome amount of information a board is expected to review. These requirements consume so much time that a director is, ironically, actually distracted from properly fulfilling what we believe are the higher principles of governance: setting the long-term strategic vison and direction of the credit union; defining “success criteria” which do not necessarily have to be financial in nature; encouraging genuinely diverse ideas and discourse; and, as mentioned above, constructively partnering with the CEO and staff to further the credit union’s mission. In short, we are concerned that the Fed’s proposed guidelines are grounded in an outdated governance model that may foster boards to move back in time, not forward. They appear to be based on a set of legal requirements that focus on a minimum standard. We advocate for all boards to “reach higher” and to put into practice governance principles and skills that are holistic and proven to lead to truly exceptional leadership and ultimately mission success for their credit unions. Caitlin Hatch previously served as a senior consultant with Quantum Governance and has worked with credit unions for the past eight years, focusing on governance and strategic planning. Prior to that, she served for 25 years as general counsel and corporate secretary for the largest anthracite coal company in the United States. Previous Next

< Back Closing the Board/Management Trust Gap Michael Daigneault and Jennie Boden Jul 1, 2018 5 ways to unite staff and volunteers for good governance We had a colleague once who used to say that trust is “the residue of promises fulfilled.” It’s a pretty good working definition, as definitions go. It’s simple, straightforward, and likely one that most people can identify with. You trust those that you can rely on; those that have come through for you in the past are most likely to come through for you in the future. You’re probably more drawn to the types of people in your life who do what they say they are going to do, and we bet that you avoid the other type—the kind that disappoint and fail to follow through. For years, we’ve been surveying credit union leaders around the country and, out of the more than 50 questions that we’ve been asking them, there’s one we’ve always identified as among the most important: How effective is your board at building a leadership culture of trust? Then, after years of surveying individual credit unions, we synthesized the data from multiple credit unions and learned a lot. (You can read the fruits of our labors in the recently published study entitled “ The State of Credit Union Governance, 2018: Five Data-Driven Recommendations for Future Success. ”) We found a significant difference in perceptions between credit unions’ senior staff and volunteers (board and supervisory committee members) on matters of trust. The numbers may surprise you; we know that they surprised us. If you consider trust to be an essential building block of a cooperative’s leadership culture, as we do, the numbers may also concern you. While we identify 10 elements of an effective board culture including engagement, inquiry, curiosity, respect, learning, teamwork, accountability, service and diligence, it’s the element of trust that undergirds them all. Without trust, you’re likely in real trouble. Conflict spikes up, relationships fray, efficiency plummets and morale ends up in the basement. Overall, just 27 percent of senior staff and 25 percent of CEOs that we surveyed reported that their boards were “very effective” at building leadership cultures of trust, and a critical mass of them (42 percent of senior staff and 48 percent of CEOs) thought that their boards were only “adequate,” “ineffective” or “very ineffective” at doing so! See Figure 1: Building a Leadership Culture of Trust by Position. There’s also a clear gap between what the senior staff and volunteers think. More than 50 percent of supervisory committee members and 40 percent of board members we surveyed reported that the board was very effective at building a leadership culture of trust—indicating a significant perception gap between the two groups. So, what’s going on here and, more importantly, what should we do about it? What’s Going On? A credit union board member recently described her board’s culture as “toxic,” and another suggested that there was a “cancer” within. While we certainly recognize that the culture described by these two volunteers is an extreme, we do know that all cultures, including your board’s culture, are living, breathing things that require constant tending and care. And if you’re not paying attention to yours, you’re putting it at risk. To understand more closely what may be driving these troubling findings on trust, let’s turn back to our recent study and explore three more elements of an effective board culture: 1. Engagement. If trust is the primary element of an effective board culture, engagement runs a close second. You can’t have an effective culture if your board members aren’t engaged. How many times have we heard from our clients (and have you thought to yourself) that there’s a group of board members who just come to board meetings and sit there, never talk, don’t seem prepared and don’t seem to care? How much trust do you think those board members are engendering? If we go back to our definition of trust—the residue of promises fulfilled—are they keeping the promises they made when they joined the board? Are they serving their CUs to the best of their abilities? Are they engaged, active members of the board? Lending their time, talents and energies? Sadly, the answer is often a resounding, “No.” Our survey data shows that 41 percent of CU volunteers and staff rate their board members’ engagement as only “adequate” or less than adequate. Board member engagement is—for some CUs—suffering, and such woes are likely having a negative impact on building trust. See Figure 2: Engaging All Board Members in the Work of the Board. 2. Accountability. Merriam-Webster defines accountability as “an obligation or willingness to accept responsibility or to account for one’s actions.” There’s some good news: Many supervisory committee members believe there is a fair bit of accountability on CU boards. The not-so-good news is that those actually in the boardroom on a regular basis expressed a much greater degree of concern. Less than 25 percent of board members surveyed think that they’re very effective at holding each ot her accountable—and the perspective from management is even more critical with only 16 percent of senior staff and 12 percent of CEOs finding boards very effective at holding fellow board members accountable. See Figure 3: Holding Each Other Accountable by Position. Over time, this lack of accountability is surely having a negative impact on trust. It likely means that some directors are falling short on their promises and their colleagues aren’t respectfully calling them on it. 3. Inquiry. We like to say that one of a board member’s most important jobs is asking good questions. Volunteers will never be a top expert on the CU’s operations, nor should they be. That’s why directors rely on professional CU staff for help. Volunteers must trust but verify; ask questions that staff may not have considered; and provide advice, counsel and oversight that drives success. Unfortunately, there is some evidence in our report that boards aren’t measuring up in this area. More than a third of our study’s respondents rated their boards as only “adequate” or “less than adequate” at asking the hard questions that need to be asked. See Figure 4: Asking the Hard Questions That Need to Be Asked. The key is to be sure that you’re actively creating a culture of inquiry. Understand your role and speak up. But be careful. Ensure that your culture of inquiry doesn’t become a culture of actual or apparent distrust. That is, trust but verify. Your questions should be shared for supporting and furthering the CU, not a “got ya” mentality. And don’t jump into the weeds. Keep your questions strategically focused or at the appropriately high end of fiduciary oversight. What Can Be Done? If you’ve read carefully, at least some of the answers will have begun to emerge. We’ve listed them here in five suggestions for you to consider: 1. Assess your credit union’s governance effectiveness and culture. If your board hasn’t conducted a governance assessment recently, it’s time to do so. Just like you go to a doctor regularly to evaluate your health, your CU’s governance health and culture should receive its own check-up on a regular basis—usually every two years. This should include a formal assessment process to identify your strengths and challenges and the development of an action plan for improvement. 2. Keep your promises. Say what you are going to do and then do it. Don’t disappoint. Follow through, and if you can’t, be clear why not. 3. Show up. Be prepared. Participate. If you’re not clear about what is needed, ask. Ensure you have job descriptions for directors and officers; make sure you have committee charters, too. These all help to clarify (and quantify) roles and responsibilities. 4. Be accountable and hold others accountable, too. Accountability is a two-way street. Just as we talked about keeping your promises, you need to be sure that your colleagues are keeping their promises, too. Once the roles and responsibilities are clear, and everyone knows them and agrees to them, commit to a culture of accountability. Ensure you have a chair in place who is bold enough and strong enough to lead the charge. 5. Ask the hard questions that need to be asked (and have the hard conversations that need to be had). This last suggestion is perhaps the most challenging of all. It will require you to be open and vulnerable at the same time ... to put your trust in your colleagues and to ask them to put their trust in you. But it’s a must, and as we said, probably your most important role as a board member. Previous Next

< Back Supervisory Committees Function Well, But... Michael Daigneault Apr 29, 2015 Just like CUs and their boards, supervisory committees must change with the times. We survey a lot of credit union board members. And generally most will say they are pretty satisfied with the job their supervisory committee is doing. In fact, of the five areas on which we survey (vision, mission and strategy; board structure and composition; fiduciary oversight; governance and leadership; and supervisory committee), fiduciary oversight and supervisory committee usually are the two highest-scoring areas. But I’ve been troubled lately. Why? Because a good percentage of board members we interview admit that: (1) they don't really know what their supervisory committee does; (2) if they do know what their committee does, the practices of their supervisory committee do not appear to have changed much in the last decade; and (3) almost 45 percent of board members think their supervisory committee’s analysis of the top operational and strategic risks facing their credit union are less than effective. Notably, half of the board members at one CU client even described their supervisory committee’s oversight of the external auditor--traditionally one of the key functions of that committee--as either adequate or even ineffective. So, what’s going on? Today’s credit unions are not like the credit unions of yesterday. The CU world is increasingly multifaceted, with regulatory complexity, a growing number of mergers and acquisitions, disruptors from all sides, evolving board governance and leadership practices, exploding technology, and different types and degrees of risk. Just as your credit union evolved from its early days when the governing board served multiple roles and the supervisory committee’s charter was likely focused only on the external audit, so, too is it time for that committee’s purpose to evolve with the changing landscape. Many supervisory committees today are being stretched beyond their traditional focus of helping to oversee the internal and external audit functions of a credit union. They also are being asked to carry out verification of accounts, receiving member complaints, ensuring regulatory compliance, and other critical oversight processes, including – for some credit unions – the possible suspension of credit union board members. The most progressive credit unions are going even further--asking supervisory (and audit) committees to expand the scope of their efforts to include the idea of risk beyond just financial risks. As such, some supervisory committees are taking a more active role in helping to encourage the credit union’s enterprise risk management efforts--working in cooperative partnership with management, including the CEO and CFO--to identify and mitigate key risks facing the credit union. How far does your supervisory committee go? And how would you and your colleagues on the board answer the question, How effective is your supervisory committee’s analysis of the top operational and strategic risks facing your credit union? Previous Next

< Back Hudson Valley Credit Union’s Call for Board Candidates Refresh Jennie Boden and Dr. Alexander Stein Feb 1, 2022 As part of its board recruitment renewal project, Hudson Valley CU developed a call for candidates that outlined specific attributes that matched its changing governance needs and values. Before Nominations are being accepted through Nov. 1 for our 2020 Board of Directors Election. Board members are volunteers elected by the credit union membership and are responsible for the general direction of the credit union, leading us forward and positioning the credit union to respond to members’ future needs. Directors must carry out their duties in the best interest of the membership, conforming to all applicable rules and regulations, as well as sound business practices. Members with strong backgrounds in a variety of fields are needed, including business, finance or investments, human resources, marketing or information technology. A director must have a working familiarity with basic finance and accounting practices, including the ability to read and understand the credit union’s balance sheet and income statement. Board members volunteer an average of 10-15 hours per month to credit union business and are also required to attend a monthly meeting in Poughkeepsie, New York, as well as serve on one or two additional committees. After Nominations are being accepted now through Feb. 25 for the Hudson Valley Credit Union 2021 Board of Directors. Our Board members are volunteers elected by the credit union membership and responsible for working in partnership with our Management Team to lead the credit union to mission success: to create financial security and a better quality of life. Our Board provides governance and leadership; visionary, strategic direction; and fiduciary oversight, and we’re looking for members who are experienced critical and strategic thinkers, with a keen ability to focus on the future. If you are independent-minded but can also work to build consensus among a group of diverse people, we need your skills! And, while you don’t need a degree in finance, you do need to be comfortable reading financial statements and analyzing organizations from a strategic point of view. We are a fast-growing credit union, with a commitment to good governance and acting with integrity. If you think you have the right mix of skills, talents and attributes, can commit to an average of 10-15 hours per month in service of our credit union, plus attend a monthly meeting in Poughkeepsie, New York, and serve on at least one of our board-level committees, visit our website at hvcu.org . Alexander Stein, Ph.D . , is founder of Dolus Advisors , a consultancy that helps leaders address psychologically complex organizational challenges. Previous Next

< Back Parity In The Boardroom Takes Patience, Planning And Process Jennie Boden Jun 25, 2021 But putting in the effort can definitely make a difference. I have to admit I’m not a big fan of publications like Advancing Women . I mean, I’m honored to write for it, but why, after all these years, do we still have to have special publications with a special focus on advancing women? I mean, really. You’d think we’d be further along by now. Women started pursuing equality way back in 1850, when the first convention for women’s rights was held in Seneca Falls, New York. Sixty-eight women and 32 men attended the convention that demanded a woman’s right to vote in the U.S.; sadly, the convention didn’t address the racism and oppression faced by Black women and other women of color. In 1872, Susan B. Anthony and 14 other brave women were the first of their gender to cast votes in a U.S. election—and they were arrested for it. It wasn’t until 1919 that the 19th amendment was signed into law. And it passed the Senate by only two votes. Worse yet, it wasn’t until 1965 that Black and Latinx women were able to vote. That was the year before I was born. And today, so many voting rights are being threatened and even rolled back in some states. And that’s just the challenging path to voting. Women Leading Businesses A 2018 study by Deloitte and The Alliance for Board Diversity found that women held only 25% of board seats in Fortune 100 companies. And just more than 3% of bank CEOs are women. In The State of Credit Union Governance 2020 , published by Quantum Governance and partners CUES and the David and Sharon Johnston Centre for Corporate Governance Innovation, we reported that the average credit union board has nine members, three of whom (36%) are women. This is better than the Fortune 100 companies by 11%. 2021 data from CUNA shows that a majority (51%) of credit union CEOs are women – more than 15 times higher than the rate of women CEOs at banks (3%); among U.S. banks and credit unions between $1 billion to $5 billion in assets, 13% of credit union CEOs are women versus only 2% of bank CEOs; at both banks and credit unions, women CEOs are relatively more common at smaller institutions; and a board member of a credit union is about twice as likely to be a woman—33% of credit union board members are women as opposed to 16% of members of bank boards. We’re clearly doing something right in the credit union community. But we’re not there yet. A soon-to-be-released special report from The State of Credit Union Governance series, COVID-19 and DEI: Revolution & Evolution in the Credit Union Community , found that while more than a third (34%) of credit union board members in the U.S. are women, that percentage falls well short of the total percentage of women in the country (51%)—a difference of 17 percentage points. I guess I have to admit, as much as I wish parity of all types were just inherently so, that if we’re going to make more progress, we need to do so intentionally and consciously—that gender parity, like any parity, doesn’t just occur naturally. That’s why we need publications like Advancing Women and organizations like Women in Governance , headquartered in Montréal, Québec. The nonprofit was founded to “support women in their leadership development, career advancement and access to Board seats.” In partnership with McKinsey& Company , Women in Governance developed a parity certification program that is now being offered in the U.S. The program helps “organizations increase the representation of women in sectors where they have historically been underrepresented, as well as in executive leadership positions.” It’s a shame that we need a parity certification program to ensure that women are seen as being as capable as men to hold leadership positions within an organization, just as it’s a shame to think that we need laws to combat racial bias in policing. But we do. And there’s proof from other fields that, with focus and intentionality on those areas where we want to have a positive impact, we can make a difference. A Success Story From Science In 1966, only 2% of the total doctoral graduates in the physics disciplines were women, and that number increased marginally to just 5% for those graduating with a bachelor’s degree. Leaders in the field, including at the American Institute of Physics and the American Physical Society, spearheaded a program led from the board-level focused on gender parity. While that’s still a work in progress, they have experienced tremendous success over the years. Source: APS125 By 2018, both percentages had risen to 22%, still below the overall percentage of women in the U.S., but a vast improvement. While it’s disheartening to think that gender parity, and all types of parity, aren’t just inherently a given, we can be reassured that with focused intent and effective processes and programs put into place, we can make a difference—even if it takes a little longer than we might like. Previous Next

< Back Into the COVID-19 Fire to Make Things Better for Members and Staff Caitlin Hatch Apr 3, 2020 A strong alignment of the CEO, senior leaders and the board enabled early, effective action. We were talking with one of our clients, F&A Federal Credit Union in Monterrey Park California, the other day and were struck by their early, decisive actions in the face of the COVID-19 pandemic. (F&A was chartered in 1936 to provide financial services to employees of the Los Angeles County Forestry, Fire and Agricultural Departments.) We soon learned that the decisiveness in responsive to the coronavirus situation was the result of a combination of a well-thought out pandemic response plan and the courage to act when some might have argued that it was too early to do so. F&A FCU’s actions were made possible by a strong governance culture of trust between the credit union’s board and CEO Tim Green and his management team, all of which enabled Tim to make some tough, early calls. Tim told us that by late January he was concerned enough about the likelihood that the virus would impact the United States that he decided to implement the credit union’s pandemic response plan. As Melia Keller, VP/marketing notes, “Tim a visionary on this … the need to prepare for a quarantine. It was really hard to fathom. We ordered laptops and set them up to work remotely, came up with a communication plan, prepared for kids being at home, employees working remotely and identified people of a higher risk and started them working from home right away.” And, the board was supportive of it all. In February, F&A FCU developed and prepared call center scripts and emergency member communications, Melia told us, “We had a communication plan in place, with scripting for outbound messaging. It all emphasized caring for the member. That has really differentiated us. We approached everything from a perspective of compassion and humanity.” Lastly, and perhaps most importantly, the credit union focused on ways to make things better for its members and its employees. It developed programs to meet the members’ needs, including loan deferment through enhanced skip a pay, the waiving of loan late fees, and a short-term 0% APR loan of $5,000 for any member impacted by COVID-19—regardless of credit score and knowing some loans may not be repaid. Employees are empowered to help where they can, and for one desperate member, this meant F&A FCU even provided a couple of rolls of toilet paper at the drive-through window. For employees, Tim initiated a short-term 30% raise and offered 40 additional hours of paid time off to use as needed. For employees working in the branches (one is drive-through only, the other has limited teller hours), the credit union caters lunch, so they don’t have to go out. They even gave each staff member two rolls of that precious toilet paper from the credit union’s supplies! According to Tim, the goal was similar to the goal of its firefighter members: to make things better. “Everything was pre-planned, except the toilet paper and the decision on the 30% temporary pay adjustment,” he said. Tim felt confident that he could make that command decision and that the board would support it—and indeed it has. Tim noted to us that COVID-19 “has crystalized our values without us having to talk about it. We are the ones who are there for you.” It struck us that the F&A FCU leadership—board and staff – were running “into the fire” of the COVID-19 pandemic, ready and able to help its members, just as its own firefighter members are ready, willing and able those in need. The CU’s preparation, shared dedication to service and, perhaps most importantly, culture of trust (even though Tim is a relatively new CEO) have been invaluable for F&A FCU members. Caitlin Hatch previously served as a senior consultant with Quantum Governance and has worked with credit unions for the past eight years, focusing on governance and strategic planning. Prior to that, she served for 25 years as general counsel and corporate secretary for the largest anthracite coal company in the United States. Previous Next

< Back Did You Dust Off Your Old Pandemic Plan? Michael Daigneault and Jennie Boden Mar 24, 2020 Key ideas about response oversight and future strategy If you’re like most in this world today, you likely feel like you’ve lived a lifetime in just the last week. I know that we have. As we write to you safely from our home offices, we send well wishes to you and everyone in your circles that you are safe, well and doing what you can to “flatten the curve.” But we also know that you all have immense responsibilities. Personal responsibilities to your families and your loved ones. And professional responsibilities to your employees who are looking to your credit union for stability and, yes, a paycheck. Responsibilities, too, to your members who are counting on you to keep your doors open—or at least your drive throughs and your ATMs—so that when they need access to their funds, you are there. And eventually, they may need even more from you. In 2005, the White House, through the Homeland Security Council, issued the National Strategy for Pandemic Influenza —which addresses the threat and potential impact of a pandemic. At the time the experts issued that document, they were focused on a pandemic resulting either from a flu strain that existed then in birds or another influenza virus. The National Strategy is still very relevant, and it outlines how the government prepares, detects and responds to pandemics of all kinds. It is still in use today. “It also outlines the important roles to be played not only by the federal government, but also by state and local governments, private industry, our international partners and most importantly individual citizens…” It states that the “private sector should play an integral role in preparedness before a pandemic begins and should be part of the national response.” A few short months after the federal plan was released, the National Credit Union Administration issued a guidance letter in March 2016 stating that “credit unions and their service providers supply essential financial services and, as such, should consider their preparedness and response strategy for a potential pandemic.” It went on to say, “The National Strategy addresses the full spectrum of events. The main components of the National Strategy address: Preparedness and Communication; Surveillance and Detection; Response and Containment.” In 2007, the Federal Financial Institutions Examination Council issued its own guidance through the Interagency Statement on Pandemic Planning , which was just updated earlier this month due to the current COVID-19 Pandemic. If you’re like most credit unions, in response to all of this guidance and these recommendations, someone at your credit union prepared a pandemic response plan back then, and put it on the shelf, thinking that you’d never in a million years need it. Well, a million years has come to pass. We spoke just a few days ago with the CEO of a $500 million credit union who remembered that her staff had developed a pandemic response policy some time ago, and they “dusted it off” (her exact words) and put the policy into motion. To her relief, so far it has been working well for her credit union. Some of the specific elements of that credit union’s implementation plan include: Any employee who has remote work capabilities is required to work from home until further notice. (This includes at least one employee from every department, as well as multiple call center employees). All branch lobbies are closed until further notice, with only drive-thru options open. Additional deep cleaning services have been contracted for all facilities. Additional technology has been purchased to support increased remote capability. New member products and services have been created including a new short-term loan product, a low interest rate, no down payments, no documents required, reduced restrictions on skip-a-pay loan program, etc. A communications program has been implemented to reach members via email, social media, website and on-hold messages. The credit union has contracted with CUES Supplier member CO-OP Financial Services , Rancho Cucamonga, California, to provide overflow call center support, if needed. An emergency sick leave policy has been created and enacted. If you don’t have a pandemic response policy, you are likely developing the components of your policy as you respond each and every day to the mounting issues that confront you. Ensure that someone is memorializing the good actions that you take as you move through this crisis so that you can thoughtfully, when we all come out of the pandemic on the other side, translate your actions into a comprehensive, cohesive policy. And very, very importantly, ensure that the overarching framework and strategy of your plan is developed in constructive conversation with your board of directors. Does this mean that the very detailed elements of your plan, i.e., what does deep cleaning mean or which individual employees should be designated to work from home, should be approved by your board? No. But it does mean that the overall, strategic approach of your plan should be developed in discussion with your board and that your board should ultimately approve the key principles underlying your pandemic response plan. If it’s been a while since you “dusted off” your pandemic response plan, consider this template that we’ve crafted and take a look at the National Strategy, both of which we hope will provide some support and direction to you and your credit union’s leadership (board and management alike). Stay well and stay safe. P.S. Be sure that you and your Board are staying up to speed on all of the regulatory updates regarding COVID-19, including those impacting annual meetings and board elections! Previous Next