< Back 5 Data-Driven Recommendations for Governance Success Michael Daigneault Jan 29, 2018 Core Recommendations from a New Report The State of Credit Union Governance, 2018 is the culmination of five years of data collected from credit unions across the United States and a dream long held by everyone at Quantum Governance. The research yielded a number of key findings which we’ve shared previously on our blog . And now we can also share some data-driven recommendations that emanate from those six key findings. We hope that the information shared by credit union board members, CEOs, supervisory committee members and senior staff nationwide will help you and your credit union colleagues further mission success. You can find the Report here: The State of Credit Union Governance 2018, Report . These five core recommendations may help you strengthen governance policies and practices at your credit union: 1. Prioritize governance excellence at your credit union. If you haven’t been taking governance seriously at your credit union, it’s time to do so. And if you have been, it’s time to kick it up a notch. Whether you’re functioning at Governance 101 or 601, it’s time to find out what Governance 201 or 701 looks like for your credit union. 2. Eliminate any perception gaps between your board, supervisory committee and senior staff. If we know one thing, it’s this: Gaps between the board and senior staff will eventually be destructive. We highly (underscore highly) recommend a strong, constructive partnership between the board, supervisory committee and the senior staff—all working collectively to govern and lead the credit union. There were so many gaps in perceptions between these positions throughout the report that it surprised even us, and it should definitely concern you. 3. Ensure you have a plan for board (and committee) rejuvenation. The longer a board member serves, the more positive his or her perception is. While this may sound like a positive finding, it actually concerns us. Are long-serving board members losing their ability to ask the hard questions? At the same time, the number of potential board members among us—if we look strictly at the census numbers—is shrinking. Ensure that your credit union has a viable plan for leadership continuity. It is one of the most critical responsibilities a board holds. 4. Focus on your credit union’s leadership culture. While you may be spending countless hours ensuring that your board members have the requisite training, your committee structure is in place and operating well, and your plan for board rejuvenation is fully up-to-date, don’t forget about building a positive board culture. It takes time and conscious cultivation to ensure a positive outcome here. 5. Charter a governance and nominations committee… fast . Over the years, nominations committees have morphed—first into board development committees and now into what is considered governance and nominations committees. If your credit union doesn’t have one, it’s behind the curve, and you need to get one. Fast. Today’s governance and nominations committee is chartered to address board roles and responsibilities, composition, knowledge and learning, and effectiveness and leadership. We believe this recommendation is so important that a sample governance and nominations committee charter is an appendix to the report. Previous Next

Taras Nohas Founder & Principal, TN Governance & Strategy Taras Nohas is the Founder and Principal of TN Governance & Strategy and an Adjunct Consultant with Quantum Governance. Taras has extensive board experience and a true passion for credit union governance. In addition to his firsthand experience, Taras successfully completed the Institute of Corporate Directors Program Designation (ICD.D) at Rotman University, as well as Rotman's Credit Union Directors program (CCD). Recognizing the importance of lifelong learning Taras completed his Master’s Certificate in Risk Management and Business Process from the Schulich School at York University and the Executive Managers Program at the University of Alberta. Taras’ career has been marked by continuous advancement and learning and he served as the Director of Strategy at Servus Credit Union. Taras quickly joined the Executive Leadership Team as Vice President Strategy and Governance followed by his role as SVP Strategy and Governance. As an executive team member, Taras worked closely with the CEO and Board of Directors at Servus. Over the course of his career Taras has been a Board member on several for profit and nonprofit boards. In October 2022, Taras earned the Certified Management Consulting designation (CMC), which represents a commitment to the highest standards of consulting and adherence to CMC Canada’s Uniform Code of Professional Conduct. Taras is a native of Edmonton and in his early education, completed a Bachelor of Commerce and an MBA at the University of Alberta. Learn More Back

Log In Home About Services Policy Shop Resources Contact More We're Focused on Small Credit Unions with Big Missions. Quantum Governance is furthering its mission to serve the financial cooperative movement with a special focus on small credit unions: those with assets <$250M. For more than a decade, Quantum Governance has offered governance and strategy assessments, consulting, facilitation and education services to hundreds of credit unions in the United States and Canada. While we have proudly served more than a third of the credit unions whose assets are $1B+, we recognize that small credit unions have important governance and strategy needs, too, and those needs must be met if small credit unions are to thrive into the future. As a mission-driven, low-profit firm dedicated to the public good, we believe Quantum Governance is uniquely positioned to give small credit unions the support, knowledge and resources they need to continue serving their members and fulfilling their missions with excellence. Quantum Governance provides a structured approach to serving small credit unions with three tiers of services to meet your unique needs. 01 Governance Check-Up The Governance Check-Up includes three main components, the: 1) Governance Survey; 2) Governance Survey Report; and 3) Governance Policy Package. This level provides your credit union with a high-level “check-up” on key governance markers for $3,750. Survey Report Policies The Governance Survey Quantum Governance has spent more than a decade developing, testing and fine-tuning its Governance Survey that provides unparalleled insights into six key areas: 1) Vision, Mission & Strategy; 2) Bylaws & Board Policies; 3) Board Structure & Composition; 4) Fiduciary Oversight; 5) Governance & Leadership; and 6) Supervisory/Audit Committee. The survey is a turnkey, online tool gathering both quantitative and qualitative data through a series of multiple choice and narrative questions. The Governance Survey Report After members of your leadership complete the online assessment, Quantum Governance will prepare and deliver a Governance Survey Report that includes the aggregated data for each survey section and four summary charts, including comparisons to your credit union’s peer group. The Governance Policy Package Quantum Governance has developed an extensive library of policies designed to ensure that credit unions have the most contemporary tools in their pursuit of governance excellence. Credit unions choosing the Governance Check-Up will receive 9 customizable policy templates, each valued at $100. Interviews Report Consulting Workshops Governance Interviews Our consultants will conduct up to three individual interviews (Board Chair, Governance Committee Chair, if applicable, and CEO) to inform the Executive Report. Executive Report Our consultants will develop an Executive Report that graphically presents your survey results with top-line analysis and recommendations for how your credit union can strengthen its governance practices for future success. One-Hour Virtual Consulting Your Quantum Governance Lead Consultant will conduct a virtual meeting with the Board Chair and CEO (with the Governance Committee Chair as an optional participant) to discuss the analysis and findings and recommendations set forth in the Executive Report. Additionally, we will collaborate with you to build agendas for the two, 2-hour virtual governance workshops. Two 2-hour Governance Workshops Your Quantum Governance Lead Consultant will host two engaging and interactive workshops (2-hours each) for your credit union’s leadership. During the first workshop, our consultant will facilitate discussions around the Executive Report’s key findings and relevant governance best practices. The second workshop will be customized to suit your credit union’s needs and may touch on topics such as Board succession planning, developing Board strategic focus, building a constructive partnership between the Board and CEO and more. 02 Governance Skill Building Governance Skill Building includes all of the elements from the Governance Check-Up (details above) in addition to a more detailed Executive Report, two 2-hour governance workshops and preparatory time, including individual interviews with your Board Chair, Governance Committee Chair, if applicable, and CEO and a 1-hour consulting call to prepare. The fee for this level of consulting is $10,000. 03 Governance Evolution Governance Evolution includes all the elements from the Governance Check-Up and the Governance Skill Building, in addition to the facilitated development and delivery of a Governance Action Plan with three hours of implementation support from Quantum Governance. This fee for this level, with all of the deliverables and benefits, is $15,000. Workshop Governance Action Plan Consulting Governance Action Planning Workshop Your Lead Consultant will host a virtual planning session where it all comes together. Informed by the Executive Report and two Governance Workshops, Quantum Governance will take your credit union’s leadership through a tightly facilitated process to select, evaluate and prioritize what is most important to your credit union’s governance evolution - all with an eye toward creating a Governance Action Plan Governance Action Plan Quantum Governance will digest and synthesize discussions from the Governance Action Planning Workshop and submit to the credit union a draft Governance Action Plan which provides a clear roadmap on the steps to take to evolve your credit union’s governance system, practices and culture to the next level of excellence. Action Planning Follow-Up and Additional Consulting Quantum Governance will present the Governance Action Plan to the Board Chair, Governance Committee Chair (optional) and CEO in a one-hour virtual consulting session to begin institutionalizing the Governance Action Plan. Your credit union’s leadership may utilize two additional hours of Quantum Governance's consulting expertise towards executing your credit union’s Governance Action Plan. Myth #1 "We don’t have the time or budget to work on our governance .” We’ve scaled our services to ensure credit unions with smaller budgets can evolve their governance practices and culture to keep up with the financial cooperative’s evolution and be a strong partner to their executive leadership. Our small credit union governance services start at $3,750. About Quantum Governance Our vision is Exceptional Leadership for Mission-Driven Organizations. Quantum Governance is dedicated to the public good. We are a team of experts in the fields of governance and strategy designed to help credit unions realize the full potential of their cooperative missions. Our team provides assessment, consulting, planning, facilitation and implementation services to credit unions of all sizes. Founded over a decade ago, our mission is to partner with mission-driven leaders to enhance governance and strategy effectiveness for exceptional outcomes. For more information on our services for small credit unions with big missions, contact Quantum Governance’s Chief Marketing Officer Gisele Manole at gisele@quantumgovernance.net . Home About Services Grant Opportunities Policy Shop Resources Contact CONTACT US First name Last name Email Write a message Submit Thank you for contacting us! SOCIALS CALL US 603.513.2852 MAILING P.O. Box 204 Henniker, NH 0324 2 ©2023 by Quantum Governance, L3C. All rights reserved.

< Back Two Of The Five Top Questions Board Chairs Have Michael Daigneault and Jennie Boden Oct 23, 2018 1. Should chairs vote? 2. What’s the best way to ask a director to move on? Quantum Governance recently had the privilege of spending a few days with nearly 100 credit union board chairs, vice-chairs and others when we conducted the Board Chair Development Seminar for CUES in Amelia Island, Fla. In this article, we put forth two of the top five questions we learned were on their minds and make an attempt to answer them. Question 1: Should board chairs vote on all regular matters? This first question surprised us. We were amazed to find that 50 percent or more of the board chairs in attendance said they didn’t vote unless there was “a tie in the boardroom.” Remarkable. They, in turn, were stunned when we told them that this practice was simply wrong. Digging further, their assumptions behind their abstention made some sense and evidenced an important desire for fairness. For example, they were concerned that: “A board chair, in expressing his or her opinion, might unduly sway the will of the whole,” and “Our board chair is the most senior member of our board and everyone looks to him; it wouldn’t be fair.”These are valid points, and we wholeheartedly agree on the need to ensure fairness and the ability to hear everyone’s voice in the boardroom. However, even board chairs have rights! The No. 1 question on Robert’s Rules of Order ’s online FAQs is: “Is it true that the president [also meaning chair] can vote only to break a tie?” Robert’s Rules of Order says “No, it is not true that the president [again, here, they also mean a chair] can vote only to break a tie. If the president is a member of the voting body [which the board chair of a credit union is], he or she has exactly the same rights and privileges as all other members have, including the rights to make motions, to speak in debate, and to vote on all questions ….” When you and your colleagues on the board address conflicts of interest, your efforts are not about eliminating them, but mitigating them. Similarly, your board chair not only has rights, but also a governance duty to independently express his or her opinion on matters before the board. He or she should also share experience, thoughts and perspectives which you likely want to consider. Follow some basic steps and you’ll be fine: Elect individuals to the role of chair who can be fair, objective facilitators. Ask the chair to share his/her thoughts at the close of the discussion, not at the beginning. Unless the vote is a private ballot, the chair’s vote should be rendered last. (Note that we found this voting issue to be so important that we’re working on a full white paper on this topic, and it will be published soon!) Question 2: How do I talk with a board member about moving on? In our recently released State of Credit Union Governance, 2018 , 74 percent of respondents reported that their boards are effective or very effective at having the right mix of skills or experience to accomplish its governance roles and responsibilities. And yet, still, asking a board member to move on remains one of the top issues on board chairs’ minds. We get it. It’s a hard one. Without term limits in place at many credit unions, board members may serve far beyond their time. We know it sounds harsh, but it’s true. We had a client once warn us that there were one or two members on the board that might have dementia, but they did not ask them to move on for fear of upsetting them. From a human perspective, we understand it. But from a governance perspective, one has to ask whether those board members are able to aptly fulfill their legal duties and governance roles and responsibilities. We offer these five tips to help you engage in the hard conversation when it’s time for a board member to transition off your board. Have your chair, along with at least one other trusted board member, engage in a private conversation, and: Be respectful and open; approach the conversation with a genuine desire to learn. Try to understand where the board member in question is—what his or her perspective is and what might make a transition easier. Focus on what you’re hearing and not on what you’re saying. This isn’t about you. This is about your board member. People will respond better if they are feeling heard. Be direct and get to the point. We know it’s a hard conversation, but don’t “beat around the bush.” Don’t put it off! When you know that you need to have the conversation, have it. You’ll be doing everyone a favor. Don’t wait until you get to the point of having a member with dementia—even possible dementia—on your board. Expect a positive outcome, even if that outcome may be that the board member moves on; it could be good for him/her and the board. Not all transitions are bad. Don’t assume that the outcome will be bad for the board member. Look for a graceful exit and transition for all. We felt that all five of the top questions on board. chairs' minds were vital—and that if they were on the minds of the board chairs, they were likely on the minds of other directors and CEOs, too. (Are they on yours?) Previous Next

< Back Effective Communications in the Board Room Jennie Boden Feb 1, 2019 Key Findings for Communication A great number of the governance challenges that we come across in the work that our firm undertakes with credit unions can be boiled down to matters of communications. Are your board members crossing over into day-to-day operations? Well…have their roles and responsibilities been clearly defined, updated and effectively communicated to them? Are there two or three (or even just one) members of your Board who are coming to meetings ill-prepared each and every month? It’s probably time for your Board or Governance Committee Chair to have a heart-to-heart, one-on-one conversation that may be long over-due. Is the relationship between your Board and CEO riddled with micromanagement, executive sessions and a lack of trust? It’s possible that you stopped having authentic, open dialogue far too long ago. After years of surveying credit union Board members, supervisory committee members, CEOs and senior staff members, Quantum Governance, along with CUES, recently published T he State of Credit Union Governance 2018: Five Data-Driven Recommendations for Future Success (State of CU Governance). There were three key findings relative to the need for more open, trusting communications that both surprised and troubled us. We encourage you to take notice of them and discuss these key findings with your board. If your credit union is struggling with any of these issues, it might be time to polish your own communications skills – individually and as a group. Key Finding #1 : More than 1/3 of the respondents that we surveyed report that their board does only an adequate or less than adequate job of asking the hard questions that need to be asked . Key Finding #2 : Thirty-nine percent (39%) of respondents reported that their board is only adequate or less than adequate at holding each other accountable . Key Finding #3 : And only 25% of CEOs and 27% of senior staff reported that their boards are very effective at building a leadership culture of trust – compared to 53% of supervisory committee members and 44% of board members. So, what’s happening at all of these credit unions? We were recently working with a credit union that received what we would term “Below Average” scores on survey questions regarding “accountability” and “asking the hard questions.” ‘Where do we begin,’ they asked. Luckily for them, their score on the “Trust” question was particularly high — a good place from which to build. They were quick to say that they all got along and worked well together – maybe too well together, perhaps? How many of your board votes are unanimous? Are your Board members held accountable when it’s appropriate? And, how many hard questions are you asking in your board meetings? The mark of a good board is not unanimity or harmony 100 percent of the time. Your job as a board member is to ask good, hard questions. To trust but verify. In a respectful and professional manner. All toward the good of the credit union. Be authentic. Be direct. Be open. Keep your promises. Keeping promises builds trust, and you’ll need to rely on strong relationships of trust while you’re holding each other accountable in the boardroom. Speaking of accountability: hold each other accountable as board members. Ask the hard questions that need to be asked. It’s among your most fundamental roles as board members. Previous Next

Additional Services Our team of governance and strategy experts can assist you and your leadership in a variety of ways including but not limited to: Director Onboarding & Orientation Education Bylaws & Board Policies Development and Revision Keynote Presentations Research Let's discuss how we can customize our services to meet your organization's needs. Contact Us

< Back What to Do When Communication Styles Clash: Embrace It Jennie Boden Feb 18, 2019 Building a culture of inclusivity helps ensure each voice on your board is heard. Once when my firm, Quantum Governance L3C, was looking at some assessment tools that might help our clients, we spent the fall taking them for a test drive. We spent time looking at the DiSC profile , the CliftonStrengths assessment and more. In essence, we were putting our staff through some of the paces through which we often put our clients—boards of directors of credit unions, associations, foundations and other nonprofits. We use assessment tools with our clients with the intent to improve their ability to function as a team and increase their governance effectiveness. With these test drives, I learned a lot about myself and my colleagues. I learned that I like “contributing to a calm, stable atmosphere” and “working with people who genuinely care about one another.” And I definitely don’t like “dealing with angry, pushy or argumentative people,” or “having to argue for [my] point of view”—although I think my husband would likely disagree with that last observation. One of the personality tests called me “amiable.” The results of the tests helped me to understand some of the factors that motivate my behavior and the way that I communicate and interact with my colleagues, how they interact with me, and our own team’s dynamics. To this day, when one of my colleagues says I’m being “too soft,” I’ll simply reply, “Remember, I’m the amiable one.” It’s a common language and experience from which we can both draw. But it can be tough sometimes, can’t it, when personalities and communications styles clash? We all believe in the value of diversity. In fact, when we interview board members (and we interview a lot of them), diversity is one of the things that they feel their board is lacking the most! They believe that their boards (and their credit unions) would be better off if they reflected the diverse make-up of their credit union’s membership. And they are probably right. At Quantum Governance, we define diversity as the quality of being different or unique at the individual or group level. And yet, while we’re all going around valuing and actively seeking diversity, it’s the very nature of diversity that can cause communications challenges. My perspectives and the way I communicate are, by definition, different from the perspectives and communication style that my firm’s CEO brings to the table. First, the obvious: I am female; he is male. Second, I was raised in a small, rural town in Pennsylvania; he was raised, well, everywhere. He moved 25-plus times by the time he was 30. I was educated by liberals at UC-Berkeley; he, by the Jesuits of Georgetown. I studied literature; he studied law. I am a quiet, amiable communicator; he is larger than life. I like big, lumbering dogs (think Lab/Great Dane mixes!); he likes multitudes of small, cuddly pups. And yet, for more than 25 years, we have been working and collaborating happily and effectively together. And you, too, can work effectively with those who are vastly different from you. Instead of avoiding the challenges that will, by definition, arise from the diversity that surrounds you, embrace them. The true value of diversity is in what it brings us—the variety of thought, perspectives, context and experience. It helps us all—whether an entire credit union, its board or even an individual—grow and strengthen in ways that we never imagined. There is a twin pillar to diversity that will show you the way. It is the notion of inclusivity. When a diverse board, team or even diversity in a one-on-one relationship challenges your ability to communicate, work to build inclusivity—an environment where everyone genuinely feels included, supported, heard and able to contribute to the success of the whole. My father was a minister in that small rural Pennsylvania town where I grew up, and my amiable self was most likely born from his drilling into my head, “Try to understand the other person, Jennie,” which was his own definition of building inclusivity. When my communication style clashes with another, this is my go-to tactic. And I employ it all of the time. Communication styles clash because people are diverse. Ultimately, however, making a diligent effort to work effectively and even thrive in a diverse world will not only enrich you as an individual but strengthen your board and your credit union’s leadership. Previous Next

< Back Balancing Impartiality With Voting Michael Daigneault and Caitlin Hatch Apr 1, 2019 A best practice for chairs is to help the board look at the big picture while still having a specific opinion. At the September 2018 Board Chair Development Seminar , we asked the more than 60 attendees from all over the United States and Canada to share with us whether their board chairs voted on regular matters. By a show of hands, a slight majority of the attendees said their chairs do not regularly vote during board meetings—except to break ties. In fact, one leader indicated that his CU had placed this prohibition against voting by the chair—except in the case of ties—into its governance policy. A number of chairs were quite passionate about refraining from board votes. Their passion appeared to flow from a strong desire to ensure that they not exert any undue influence over their colleagues on the board. For others, the abstinence (unless in the case of a tie) was a strong belief that the practice supported key values of a chair’s impartiality, as well as his or her primary role as a fair and balanced facilitator of board processes rather than a participant in them. Another attendee suggested that his CU’s current practice was based on Robert’s Rules of Order, a widely used reference for meeting procedure and business rules in the English-speaking world. What Does Robert’s Rules Say? While most leaders of credit unions that use Robert’s Rules believe they understand them, few have genuinely studied them. That is because the guidelines in the book are amazingly complex and intended to be a reference book for “an answer to any question of parliamentary procedure that may be met with,” according to one of the many editions, Robert’s Rules of Order Newly Revised in Brief . Even the Robert’s Rules Association admits the overload of information in the guide: “At least 80 percent of the content [of the most recent version] will be needed less than 20 percent of the time.” Notably, the position of Robert’s Rules of Order Newly Revised in Brief on board chairs voting is clear. They can vote on all matters coming to the board: “If the President [Robert’s Rules also explicitly recognizes “Chairs” to be the same as “Presidents”] is a member of the voting body, he or she has exactly the same rights and privileges as all other members have, including the right to make motions, to speak in debate, and to vote on all questions. So, in meetings of a small Board (where there are not more than a dozen Board members present), and in meetings of a committee, the presiding officer may exercise these rights and privileges as fully as any other member.” We agree that chairs should not “unduly influence” their colleagues, but simply voting on board matters does not constitute undue influence. Impartiality is also important for chairs as they facilitate board meetings. But, let’s be clear about what impartiality really means. Elect individuals to the role of chair who can be fair, objective facilitators. … If you are concerned about undue influence, consider casting votes privately to limit the influence of the chair. Merriam-Webster states that “partial to” or “partial toward” someone or something is to be somewhat biased or prejudiced, which means that a person who is partial really only sees part of the whole picture. Thus, to be impartial is to try to see “the whole picture.” To allow everyone to see the whole picture, it is incumbent upon your credit union’s board chair to remain unbiased, fair and unprejudiced in his or her facilitation of the meeting. This doesn’t mean that at the end of the dialogue, your chair isn’t also a full-fledged member of the board with his or her own beliefs, perspectives and ideas. So, how then do you reconcile the board chair voting and maintaining his or her impartiality? The answer lies in the important difference between the actual content of the matters being discussed and the impartiality and fairness of the facilitation process utilized to transparently discuss the content. As such, a board chair’s impartiality isn’t about him or her not having a personal opinion, it’s about him or her not wielding authority in a biased, unfair or prejudiced manner that only forwards his or her own perspective. A board chair has one vote like each and every one of his or her colleagues (except, like all of the other members of the board, in the obvious case of a personal conflict of interest or when there is insufficient information to make an informed decision), but we would be naïve to suggest that the chair position carries with it no persuasive influence. Accordingly, he or she must work diligently to facilitate the board meeting (or voting process) in a way that allows all voices to be genuinely heard, whether or not they agree with the majority’s—or chair’s—point of view. Remember to be careful out there … the mark of a true leader is the capacity and will to rally other people to a common purpose and a character that inspires confidence and trust. It’s the ability of a leader (such as a chair) to inspire followership over the long haul. It’s not that a chair must ensure that everyone falls “into line” behind a single, unanimous vote, and it’s certainly not the ability to ensure that everyone on the board always votes in agreement with the chair. Ultimately, it’s the ability of a chair to be both an effective board member—with his or her own thoughts and opinions—while simultaneously, fairly and impartially facilitating an appropriate discussion. That is one mark of a truly great board chair. Steps to Consider Taking So, what can you do to balance your chair’s right (and fiduciary duty) to vote with the need to maintain impartiality and encourage open dialogue? Consider the following: Elect individuals to the role of chair who can be fair, objective facilitators. This may be easier said than done. But it’s important. Many credit unions have simply adopted a rolling officer succession plan. Don’t. Be thoughtful about who you put into such leadership positions as the chair. Ask the chair to share his/her thoughts at the close of the discussion, not at the beginning. This may take some diligence on the part of the chair. But it can be done, and once it is done regularly, it can and should become part of your credit union’s meeting culture. It is often a good practice for the chair to also try to fairly summarize the key points of the dialogue before a vote is taken—particularly if it has been an extended discussion. If you are concerned about undue influence, consider casting votes privately to limit the influence of the chair—as well as any other board members. If the vote is not a private ballot, the chair’s vote should be rendered last. Again, board meeting cultures can change. It might take time, but if your chair hasn’t been casting a vote, a shifting of this type may be easier to make than you think. 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 Get Your House in Order—Now, If Need Be Michael Daigneault and Jennie Boden Aug 30, 2018 There is no ‘wrong’ time to deal with fundamental governance issues. We read with interest a recent article about governance that discussed the importance of boards not addressing their governance issues “in the wrong places at the wrong times.” The authors suggested that many times boards discuss governance issues during precious time in sessions dedicated for other important work—such as strategic planning. They posit that this is distracting and a poor use of time for those taking part and to the goals of the session. They have a point. On one hand, the limited time a board spends together should be treasured– and treated as a resource to be judiciously and appropriately allocated. Strategic planning discussions with management need to happen and are a vital aspect of a board’s role. But on the other hand, if your credit union’s governance challenges are so real that they are clouding your ability to strategize or otherwise effectively lead, there may not be a “wrong” time to deal with them. If governance discussions arise in the context of other discussions, unresolved issues may exist that need to be effectively dealt with ASAP so that governance differences or issues don’t unduly interfere with how you successfully execute your governance roles and responsibilities—strategic planning included! A Need for Conversations on Governance Our recent study, The State of Credit Union Governance, 2018, Five Data-Driven Recommendations for Future Success , found evidence that a good number of credit unions are struggling with governance issues. Of our six key findings , two help tell the story of when to discuss governance: 1. Board members and CEOs frequently differ on their perceptions of governance, with board members and CEOs differing on 84 percent of the survey’s key questions, agreeing on only 16 percent of them (with the exception of the supervisory committee survey section, where more agreement was found). 2. CEOs and senior staff perceive lower levels of trust, with just 27 percent of senior staff and 25 percent of CEOs reporting that their boards were very effective at building a leadership culture of trust, compared to 53 percent of supervisory committee members and 44 percent of board members. We see evidence of these challenges and more in our work with credit unions. Time and time again, we’ll incorporate a strategic and governance assessment and a planning session into one engagement. After all, what could be more strategic than getting your governance house in order? At a recent strategic planning session, a client spent some time in a facilitated executive session, building trust between the board and the CEO. From our point of view, this discussion was probably one of the most important, strategic steps this credit union could take. More and more credit unions are opting to include a strategic goal on governance in their strategic plans. This is not to suggest that you should completely eclipse your normal agendas for all things governance. The article’s authors made some relevant points, and we agree wholeheartedly with most of their recommendations: Dedicated time for governance training is a must. Focus on board member education and governance issues—and to this we would add strategic matters—at every board meeting. Give permission to each other (not just to the CEO or senior staff) to check each other (appropriately) when boundaries are crossed. And as already mentioned, we could support the idea that governance issues not take over every meeting unless the governance issue is so fundamental (i.e., a loss of trust between the board and the CEO; a lack of engagement among board members; critical disagreement on roles and responsibilities, etc.) that it would derail all other discussions or progress. If this is the case, you must have the courage to change course. Agendas are important. Timelines, yes, are meant to be kept. But, remember the saying, “culture will eat strategy for breakfast,” and it’s true. Get your governance house in order. Now’s the right time to do so! Previous Next

< Back Assess for Success Michael Daigneault Jul 27, 2015 8 surefire times you need to evaluate your board’s performance In a recent study conducted by Quantum Governance , only 22 percent of credit unions rated themselves as “effective” or “very effective” at conducting a regular process of self-evaluation. Comparatively, 34 percent felt they were ineffective or even “very ineffective ” in doing so. With the long tenure of credit union board members and the continually evolving business climate that faces today’s credit union, remaining relevant, current and ahead of the curve is more important than ever. In fact, it is incumbent upon every credit union director to do so. A board assessment is a critical component in an ongoing process of board renewal, strengthening and improvement. Done well, it can provide an objective and comprehensive perspective that ultimately will help your board and senior management team focus your efforts, activities and precious resources. Together, you will identify your credit union’s strengths and challenges and, in doing so, find ways to move forward collectively to the betterment of your members. You can frame your issues in a new way, generating bright ideas and insights that will lead your credit union effectively into the future. Plus, you will build a baseline against which you can measure future progress. You should definitely consider a board evaluation in the near term if you: have a new credit union board chair or CEO want to elevate your credit union’s leadership or strategy to the “next level” have been experiencing very high or very low board member turnover need to address issues or concerns with your current governance structure, policies and/or practices are getting ready to launch a new strategic planning initiative (or revise your current strategic plan) are considering a merger or acquisition have experienced significant change, growth or “crisis” within your credit union or board have not undertaken an evaluation in the last three years Previous Next

< Back The Need for Evolution: One of Today’s Central Governance Challenges Jennie Boden Jun 7, 2024 If your credit union has grown have you re-considered the balance of authority between your board and CEO? I spent the morning interviewing another credit union board chair. It’s one of my favorite parts of the job. I always learn something new, and I leave every encounter feeling a little in awe that they candidly share what’s on their minds … and most importantly, how they think their credit union’s governance could be improved. Sometimes our interviewees don’t actually know much about formal governance best practices. At other times, given the long tenure of most credit union directors, I’ll note a resistance to change. But this morning’s interview was different. Yes, the chair was a long-tenured board member—even serving on the credit union’s supervisory committee as a precursor to board service. In fact, their service had started when the credit union’s assets were just about $125 million, and today, they are cresting $2 billion. It’s safe to say that this chair had seen a lot of change during their tenure. When I posed one of our standard questions, “What would success look like for you?” they were clear: “I think that we all need to get on board...What are our jobs as board members now? And what will they be as we continue to grow? Sometimes, we get bogged down in the little things. That might have been okay when we were checking the repo lot, but not anymore. Now, there are just bigger fish to fry.” “I’m sorry,” I interrupted in disbelief. “Were you actually on the board when they were checking the repo lot?” “Yes,” was the short answer. (Well, the supervisory committee to be precise.) And when they checked the teller’s drawer monthly and reported to the board the number of envelopes that they stuffed the previous month. “ We were a lot smaller then,” the chair explained. A lot smaller to be sure. But here they were, still vitally contributing to the life and governance of the credit union and identifying one of the most prevalent governance challenges that we see today: the need for governance evolution. In our State of Credit Union Governance, 2023 , we reported that mid-size (with assets between $500 million-$900 million) credit unions identify their governance as above average, with a score of 3.2. Critically, that same study found that as credit unions’ assets grow, their board members’ sense of governance effectiveness diminishes. Credit unions with assets between $1 billion-$2.99 billion reported only an average score of 2.8 when asked about their governance effectiveness, and the score dropped even more (2.7) for those credit unions with assets of $3 billion or more. So, what’s at play here? As we reported, those mid-sized credit unions are “seemingly sitting in their governance ‘sweet spot,’” with “few prepared for the governance changes that occur at the next level of growth—where the board’s focus shifts in earnest from not only the fiduciary to encompass strategic issues, but also generative questions to ensure continued relevance and efficacy.” But it goes beyond merely the board members’ focus; if your credit union has grown like my interviewee’s, have you re-considered the balance of authority between your board and CEO? Are you still overseeing the compensation and benefits of the senior management team? Have you considered potential, needed changes in your board-level committee structure? While still addressing your fiduciary responsibilities, have you turned the corner to spend more time on where the credit union should go, rather than how things are being done? The good news is that if you haven’t been asking yourselves these questions, it’s not too late, and you are definitely not alone. Take note, however. This is one of today’s most central governance challenges. As you grow, whether from $125 million to $250 million or $750 million to $1.5 billion, ask yourselves this central question: How does the board need to evolve to most effectively govern at this new level? And what are we doing to get there? Previous Next

< Back Start Onboarding Pre-Election Michael Daigneault Nov 24, 2015 Eight steps supporting new board members' success Many credit union boards think the new director onboarding process starts when new board members have been elected to serve. But really, the key to building an effective onboarding program is not to wait for the election to take place. Just like board meetings run best when advance work is done to set them up for success, onboarding of new directors is greatly facilitated by steps boards can take before your members elect new directors. Consider taking the following key steps before the board election: Develop a matrix of your “ideal board” for achieving strategic goals. Create a skills matrix outlining the attributes and skills your board members currently have. Then, create a separate matrix showing those skills directors will need to carry your credit union successfully into the future. Be sure to do this with your strategic plan in mind. Identify board composition gaps. Compare your board’s current skills matrix with the skills matrix of your future, ideal board. What weaknesses do you see in your current board? Conduct a gap analysis. What attributes or skills are limited – or missing? Identify potential board candidates. Given the gaps you identify in step 2, what types of directors should you actively seek? You can even consider looking beyond existing credit union members and recruit board members from the community. Remember, they can always join the credit union, and they might add real value to your efforts. Involve, engage and educate potential directors. Show them the love! Ways to bring potential directors into the fold might include having them be a part of an associate board member program, or inviting them to a local community event. At the very least, you will want to be sure they visit a local branch and meet with the CEO and some of your credit union’s best and brightest staff. Do a background check and talk to references for potential board members. Remember, your potential, new volunteer will be responsible – legally and financially – for the credit union. Do your due diligence. Gauge the prospective director’s level of Interest. Here’s where you can begin to introduce your potential candidate to your other directors. Begin to take his or her pulse more formally to gauge his or her interest in candidacy. Confirm the potential director’s interest in and willingness to serve. Have a candid conversation about what time and knowledge is involved. Talk about the risks, too. Formally invite the potential director to stand for election. Here’s where your hard work pays off. Make the ask. If your candidate agrees to run—and is ultimately elected—you’ll need a process in place for orienting him or her to the work of your board. Previous Next