< Back Reimagining Your Board Meetings Jennie Boden Oct 27, 2020 To make your gatherings more effective and engaging, first look at the real reasons boards meet. Credit union leaders everywhere seem to be asking the question, “How do we make our board meetings more effective and more engaging?” To answer that question, I think you have to first look at the real reasons that boards meet. To convey information … sure, but information can be conveyed in an email or a report, too. To make decisions? Yes. That’s easy, and a consent agenda can often do the trick, especially when the decisions are straight-forward and non-controversial. To engage with each other? Yes, to be sure. To build trust among directors and with your CEO. Absolutely. To deliberate and plan for the future. We hope so! And we’re sure that you can identify many more reasons that your board meets… First, it’s important to know that while most credit unions by regulation have to meet 12 times a year, the regulators do not say that every meeting has to be the same . When we share this with our clients, they are often amazed, but it’s true. And knowing this alone should allow you to open your mind to the possibility of change—because we know what you’re doing. You’re likely opening up Microsoft Word, pulling up last month’s agenda, changing the date, changing a few key items and hitting “save.” But no more. You don’t have to be bound by the same old agenda that serves up the same old meeting. You can consider rotating the cadence, length, agenda and, yes, the focus of your board meetings throughout the year. In The State of Credit Union Governance 2020 , Quantum Governance, CUES and the David and Sharon Johnston Centre for Corporate Governance at the University of Toronto found that while respondents say they spend 26% of their time on strategic matters (a percentage we dispute given the number of credit union board agendas and meeting minutes that we review each year!), they think they should be allocating 36% instead. At the same time, credit union directors report spending about 17% of their time on a review of financial results (again, here we think this is largely underestimated!), and they’d like to get this number down to about 14%. But how do you go about shifting the focus of your meetings to better reflect the actual, real reasons that a credit union board meets? Particularly in the face of the great challenge that the pandemic has posed, which has greatly limited, if not completely eliminated, your board’s ability to meet in person at times. In the summer months, when everyone is otherwise focused, consider a brief, one-hour meeting via Zoom during which you can quickly dispense with your fiduciary oversight responsibilities, check on where you are strategically, vote on any important issues coming out of committee (via a consent agenda), and make it to the beach by noon. (You might also consider this during the holidays, when the pressure to get to the beach becomes the pressure to go holiday shopping or at other busy times of the year.) Then, identify those “regular” board meetings that you need to have throughout the year and revise your agendas so that they include more time for strategic discussion and less focus on financial-related matters. Remember, it’s highly likely that your credit union’s professional staff has more skilled financial folks on its team than you will ever have on your board. Your job as a board member is to trust them but verify that what they are saying is correct. Not to do their work. Then consider a few board meetings a year where you meet for a longer period of time to really take a deep dive on a few strategic matters. Maybe hold a three- to four-hour board meeting where you take care of the business first and then spend the rest of the time talking and exploring the future of the credit union or critical questions that are before you. Finally, of course, it’s important for every board and management team to spend considerable time in retreat together each year—a one- or two-day time away from it all where you can plan cooperatively, as constructive partners, for the future of the credit union. All of these count as board meetings. Developing a calendar for your board that incorporates a wide variety of meetings will increase strategic conversations at the board level, ensure that you still keep a critical eye on those important fiduciary matters and, most importantly, keep your board members on their toes and engaged. Previous Next

< Back A Cautionary Tale of Risk Management in This Time of Bank Failures Gisele Manole Mar 30, 2023 Defining roles and responsibilities and continuing education help ensure appropriate coverage. While the news surrounding the failings and futures of Silicon Valley Bank and Signature Bank remains in the headlines, we are learning a great deal about the role that rising interest rates, cryptocurrency and governance played in each organization’s demise. The federal government reacted quickly to minimize panic that might have destabilized the entire banking industry, and National Credit Union Association Chairman Todd Harper was quick to assuage the fears of our nation’s credit union members, saying “No one has ever lost a single penny of insured share deposits within the credit union system.” And while there is much debate about who or what is ultimately at fault, there are important lessons to be learned from these examples about the risk management responsibilities inherent within your own credit union’s system of governance. The International Organization for Standardization defines risk as “the effect of uncertainty on an objective”—a direct correlation to a credit union’s strategic plan. A secondary definition of risk is simply, “managing uncertainty.” This perspective brings front and center the human dynamics at play in measuring and managing risk. And while enterprise risk management can be clearly defined by the Committee of Sponsoring Organizations of the Treadway Commission, each individual credit union must have its own understanding of risk, or more specifically, its appetite for organizational risk. Ensure that your board, in constructive partnership with your CEO and senior management, has defined an explicit risk tolerance statement that indicates the level of risk your credit union is willing to take. Who’s Responsible for Risk Management? Remember that risk management is not the responsibility of just one entity within your credit union; it should not solely fall upon the shoulders of your internal auditor or your supervisory or audit committee. It is a function of your board, CEO, internal auditor, senior management, and the supervisory or audit committee working in constructive partnership. The board approves the credit union’s risk profile and oversees its ERM program. However, the risk profile itself is developed by the credit union’s board, CEO and senior management during the strategic planning process. Address risks in your strategic planning process by scanning your credit union’s internal and external risks. Does your credit union have a charter for its board-level risk management committee and a job description for its members? Like all best practices, this one is essential. Clearly defining roles and responsibilities around risk management ensures appropriate coverage and a system of checks and balances that won’t leave the credit union unnecessarily exposed. Additionally, a job description will ensure you have the right talent with a collective finger on the pulse of what is happening in our world that will impact the credit union and present opportunities for growth and failure alike. Uncertainty about whether your credit union has the right people in the right seats may indicate a need for a director’s skills assessment that can recommend further education and training. Look to Committees and Director Development Allen DeLeon, CPA, founding partner of DeLeon & Stang , and adjunct consultant with Quantum Governance, advises boards to ask whether their management-level asset/liability committees and board-level finance committees are meeting regularly and having robust conversations about liquidity and asset/liability management. “Make sure that both members of the board (through your finance committee) and senior management (through ALCO or ALM committees) are knowledgeable and experienced and that you are monitoring your rates during this time while the banking sector is under some level of instability,” he says. Lastly, once you have the best and brightest serving your credit union, ensure that you have continuing education requirements and resources at the ready to help your ERM committee stay on top of the shifting sands of cybersecurity, cryptocurrency, regulatory changes and interest rate hikes. To help you in your risk management efforts, you can purchase Quantum Governance’s ERM Policy , which is part of our library of policies, charters, procedures and job descriptions. Previous Next

< Back Resolutions for a New Year Michael Daigneault Jan 24, 2017 Taking the Opportunity to Make Changes It’s that time of the year again. The holidays are behind us, and the decorations are back in the attic. If you have kids, they are (thankfully) back in school. Most people began the new year with great hopes for what they will accomplish in 2017. How about you? Have you set (and already broken!) your own New Year’s resolutions? Are you eating better? Spending less and saving more? Working out more often? Achieving a better balance in your life? Here’s a New Year’s resolution that we would like to challenge you and your credit union’s leadership to make and keep: Spend 2017 focusing on improving your credit union’s governance and leadership. This resolution has the potential for such amazing impact that you’ll want to extend it permanently. Many credit union leadership teams spend the lion’s share of their time focusing on financial, fiduciary, and high-level operational concerns: asset growth, ROI, capital ratios, membership, services and, at least once a year, strategic planning. But how often do these leaders pay attention—meaningful attention—to governance? And what is governance, anyway? We define governance as “steering, directing, influencing or persuading from a position of authority. It deals with the legitimate distribution of authority throughout a system—whether that system is a country, a corporation or a credit union.” That means that for your credit union, you are governing not only when you are using your formal authority (passing policies or voting on procedures), but also when you are using your informal powers of persuasion (encouraging fellow directors to support a new venture or working in constructive partnership with the CEO to fine-tune your strategic priorities). Because governance involves the “distribution of authority throughout a system,” we encourage you to look beyond the board when you think of who is involved in governing the credit union. Working in constructive partnership to support the holistic governance of the credit union should be the board, supervisory or audit committee, board committees, and the CEO and management team. In your efforts to improve governance, consider at least these basic components: Governance assessment. If you haven’t completed an assessment of your credit union’s governance for two or more years, you should. It’s important to check in on your “governance health,” just as you would on your own physical health. An assessment can help you and your board colleagues: (1) develop common ground with each other; (2) push the board and management team to ask better questions and think more strategically; (3) develop a clear road map of how to move forward together; (4) form even more productive relationships among your board, CEO and management team; and (5) ultimately improve your governance and leadership efforts to better serve members. CUES offers a self-assessment tool to help boards evaluate their governance health. Board member and board officer job descriptions. It’s important to have clear, up-to-date job descriptions for both directors and board officers. Ensure that you review these on a regular basis (at least every two years) for relevancy. The danger of having out-of-date job descriptions (or worse yet, no job descriptions at all) is that board leaders will be falling short of their critical governance responsibilities . Committee charters. We find that many credit unions do not have charters in place for their committees, and most fail to review their committee structures on a regular basis. Be sure that you are doing both! Board committees , when they are well chartered, staffed and effectively operating, can be one of the most efficient ways to carry out the work of the board. At their worst, they can be a drain on your management team and leave directors feeling underappreciated and overwhelmed. Board meetings. Review your board meeting agendas, structure and functioning to ensure that you are addressing strategic and governance issues at every meeting. Be sure you are developing agendas that are engaging and generating lively discussions for directors, the CEO and management team. Board meetings are critical. They can make or break the health of your board, so give their structure and functioning the attention they deserve. If this work seems daunting, don’t be overwhelmed. Take it one step at a time. Perhaps start with a simple online assessment to establish a baseline. Regular evaluation of governance is both vital and doable for credit unions of all sizes. We have seen boards that are in trouble—real trouble—realize the benefits of focusing on governance in as little as six months. When board and management leadership roles are clarified, micro-management decreases, the quality of board meetings improves, committees add more genuine value, an approach to renewing the board’s composition is agreed upon, and the boundary of operational vs. strategic thought is better defined. For 2017 and beyond, resolve that you will make a commitment with your colleagues to improve your credit union’s governance and leadership—for the health of your board and management team and the good of your members! Previous Next

< Back Gender Equity In The Boardroom: We're Not Done Yet Jennie Boden Aug 25, 2023 Boards still have work to do to support their female directors and wider DEI&B efforts. Gender politics, like all politics, can be polarizing. At the risk of taking a polarizing position, I can't ignore a string of recent encounters that prompt the question: Would that have happened if I (or she) were a man? If you’ve read my posts before, you may know I regret that as a society we still need a publication entitled Advancing Women , but I’ve come to realize that it’s an imperative. If we don’t call out the subtle (and sometimes not-so-subtle) gender biased actions that minimize the voices of women, it’s akin to deferring to only the male perspective. After observing a recent credit union board meeting, I watched with concern as a female board member walked out with her head hung low. Later, I spoke with her as a part of our formal assessment process. I learned then that the board chair—a man—had admonished her about her behavior in the meeting—behavior that hadn’t even registered a raised eyebrow with me (and I’ve conducted hundreds of meeting observations over the years and seen and heard plenty of eyebrow-raising behavior). It’s interesting to also note that a male director had spoken very rudely to a fellow board member in that same meeting, and I don’t believe he received feedback from the chair regarding his behavior. While with another client, I witnessed a long list of follow-up and action items being delegated to the only female on the board, prompting a hearty round of laughs from her male colleagues. I, too, have had my own experiences in this regard. For example, I have recently been challenged by men both about my presentation and facilitation style, correcting my cadence and tone. These conversations are impossible to imagine if I were male. In these instances, I wondered: Would these men have acted in the same way toward us if we were men? The informal poll I’ve taken, among both men and women, resulted in a resounding “No.” Don’t Let DEI&B Efforts Disappear While gender is just one of the many elements of diversity, these three recent experiences tell me that a commitment to diversity, equity, inclusion and belonging remains vital. And even more so now, given that LinkedIn released a report last year that found the hiring of chief diversity officers dropped in 2022 after “experiencing significant growth in 2020 and 2021.” An article on the Society for Human Resource Management’s website referenced the LinkedIn study and quoted Amy Hull, director and head of DE&I at Paycor, a global leader in human capital. Hull “said the LinkedIn and Revelio data shows that the pledge to impact change was not followed by genuine effort.” Even our own research at Quantum Governance suggests that our colleagues in the credit union space may not really value demographic diversity. One of our recent studies found that only 35% of credit union board members are women, compared to 51% of the total adult population in the United States. And when we asked those in the credit union community (board and supervisory/audit committee members, CEOs and members of senior management) what they valued most in their boardrooms, demographic diversity ranked sixth out of 13 . What’s of real interest, though, is that for two years running, Filene researchers Quinetta Roberson, Ph.D., and McKenzie Preston found that “creating governance and accountability systems” around DEI “are paramount to the development of a sustainable approach to DEI that activates real change and drives financial performance.” In the previous year’s study , those same researchers also noted that “diversity may create advantages in terms of market growth, enhanced member experiences, risk management and increased strategic performance. Yet … it is not enough to simply have diversity. Effective solutions for building and maintaining fair and inclusive work environments are needed to leverage the potential for DEI to achieve its performance objectives and develop sustained competitive advantage.” And, I would add, to truly achieve change. I will admit some people do need some coaching on their delivery, and I am always open to learning. Additionally, the board chair is certainly in a position to insist on civility in all manner of dialogue and address situations where it is lacking. However, it’s critical to apply “the rules” unilaterally—to provide a forum where every voice and perspective is heard and valued. Women serving on credit union boards are, like their male colleagues, professionals. They are not supporting members, taskmasters and coordinators. Their roles and responsibilities include the same level of strategic thinking, planning and inquiry as their male colleagues. And before you give a woman subjective and stylistic advice on her self-expression, consider whether you would be so bold as to provide the same advice or subjective feedback to a man. Previous Next

< Back The Importance Of A Truly Independent Supervisory Committee Michael Daigneault and Jennie Boden Feb 25, 2020 If you’re shifting to an ‘audit’ committee instead, be careful not to sacrifice independent oversight at the altar of efficiency. We’ve seen an important trend relevant to a good number of state credit unions nationwide. It’s one of those quiet trends that we believe could—in the long run—have significant governance consequences, perhaps for the entire credit union community. It is the transition of a good number of supervisory committees to the form of an audit committee. And with more state regulations allowing such a transition, more and more credit unions are taking the opportunity to make it. While federally chartered credit unions are still required to maintain a supervisory committee, many state regulators have allowed the credit unions they regulate to operate with an audit committee made up entirely of board members, and the number of states (and credit unions) moving in this direction is growing. Further, some federally chartered credit unions, for various strategic reasons, are converting to state charters, thereby opening up the door to even more credit unions making the shift to an audit committee. The difference between supervisory committees and audit committees can at times be significant, and those differences often come down to two key factors: the scope of authority granted to such committees who is appointed or elected to them—that is, their composition Committee Authority Supervisory committees at federally chartered credit unions can exercise certain types of authority over credit union’s leadership, and the National Credit Union Administration’s Supervisory Committee Guide for Federal Credit Unions outlines two key actions a supervisory committee can take, namely: Suspending by unanimous vote any board member, executive officer or credit committee member Calling “a special meeting (by a majority vote) to consider any violation of the: a) FCU Act; b) Rules and Regulations; c) Charter; d) Bylaws; e) Any practice considered unsafe or unauthorized.” This can result in a board member officer or credit committee member being removed. The reality is, of course, that very few supervisory committees take either of these actions—even when perhaps they should. (Sadly, we have witnessed instances when we believe a credit union’s supervisory committee should probably have suspended or meaningfully investigated a board or committee member but didn’t.) The important thing to remember here is that they could take such actions in the interest of the credit union and its members if supervisory committees were properly charted, effectively trained as to their responsibilities and courageously led. The power to suspend or initiate a process to remove “any board member, executive officer or credit committee member” is a rarely used but still meaningful check on credit union leaders from engaging in acts that are unauthorized, unsafe or contrary to established laws and regulations. It is a far from a perfect means of deterring such misconduct, but when carried out thoughtfully and courageously by a determined supervisory committee, it can help save a credit union and its members from disaster. To be fair, some states give audit committees the same authority to oversee board activities as a federal supervisory committee, but some don’t. What happens when an audit committee does not retain the authority to oversee the board? Then one leg of the credit union’s three-legged governance stool has essentially been removed. Only two “legs” now remain: (1) the board (of which the audit committee is now a part); and, (2) management. In such instances, the three-part system of governance-related checks and balances has simply disappeared. This unique authority in the credit union realm to oversee the board may not, however, be the essential differentiator between the two types of committees. The real difference may lie in their composition. Committee Composition Traditional supervisory committees (both federally and state-chartered) that follow the federal credit union model are almost exclusively composed of members of the credit union who are not board members. The exception to this is that federal credit unions may have one board member appointed as a member of a supervisory committee. We find that this does happen sometimes but is not particularly common. In contrast, audit committee rosters are almost always composed of board members. This is often seen as efficient, more harmonious and certainly much simpler. What it gains in efficiency, however, it may lose in objectivity and independence. One must ask, for example, how likely it is that a committee composed of fellow board members will find fault with their own board’s governance efforts or even that of their individual board colleagues. Yes, in extreme cases it may still take action, but remember that’s if—and only if—they are in a state that still grants them the authority to do so. If one of the primary goals of both supervisory and audit committees is to serve as part of a system of checks and balances on board and management, it is little wonder that outright eliminating or even psychologically constraining such a role would result in significantly greater efficiency, harmony and simplicity. Therein, of course, lies the very danger traditional supervisory committees were designed to protect against! Effective supervisory committees play a vital role in the overall governance of the credit union and an adequate degree of independence must be a cornerstone of their design. Be careful not to sacrifice one of the foundation stones of the credit union governance system at the altar of efficiency. Previous Next

< Back On Being the Female Chair Leading a Predominately Male Board Gisele Manole Aug 25, 2022 Two female board leaders share their experiences and advice for promoting good governance—especially, but not only, as representatives of a minority demographic. Being in a leadership role—as a credit union board chair, for example—can be lonely at times. Sitting in the chair’s seat certainly puts you in a place of distinction. After all, you have been selected from among your fellow directors to lead them in their leadership role. So, consider the task of leading when you are from a traditionally underrepresented demographic—and say, for the purposes of this conversation, you are a woman leading a predominantly male board. I recently had the chance to connect with two women who shared with me some leadership advice for other women facing just this situation. What they said wasn’t at all what I expected. I anticipated hearing their perspective on having to do it better, faster and smarter than their male counterparts. But instead, their words struck a more nuanced and universal tone that stretched beyond gender differences. Don’t Wait to Be Invited A former CUES board member, Gerrianne “Winky” Burks can count herself among the trailblazers in the industry. After a 40-year career at $4.3 billion Northwest Federal Credit Union , Herndon, Virginia, the last five of which she served as CEO, she currently serves as the board chair. Burks’ advice is this: “Don’t wait to be invited to participate on a board or committee. You may be in the minority as a woman, but you bring a perspective that holds real value. “It’s so different now than when I started out,” Burks observes. “Now there is greater value placed on having a different perspective from the rest of the group. “I followed a male board chair, and frankly, I just did things a little differently than he did,” she adds. “Our communication styles, for example: My meetings may run a little longer, because I really want to hear from everyone in the room. I feel that is important. Neither style is better than the other, and the credit union has benefited from our different styles for many years.” Change Things Just Enough CUES member Janet Burgett Martin, board chair of $625 million Copper State Credit Union in Phoenix, has spent the last two years in the role of chair and recommends changing things up too. “For those new to the board chair position, I highly recommend you change the agenda so that the board understands that there’s new leadership.” Martin shares that she added a “mission moment” at the beginning of board meetings to recognize individual staff accomplishments. “This could be a member letter thanking an employee for excellent service or an award an employee received. It starts our meeting off on a positive note for both the board and staff in attendance.” When faced with assumptions or stereotyping, Martin recommends dealing with those challenges head-on when they first present themselves. Don’t wait to see if the presumption affirms itself, she advises. Find your voice and address it immediately and directly. “In my experience, when you make your expectations clear, presumptions correct themselves quickly. I am very direct but I also lead with compassion and enthusiasm,” she says. Both Burks and Martin stress the notion of being authentic. Burks says that while it may seem obvious, “[The other directors] don’t know what you know. I think that women have gotten much more comfortable in presenting their own thoughts. I pay attention to our board meetings being a place where everyone’s thoughts and ideas are invited.” While Martin encourages all board members to participate to make meetings more productive, she says “[I] always put it upon myself to be prepared by studying the full packet.” Participation requires preparation, and strong leaders model behaviors that they expect from others, she says. Add Your Takeaways to This Starter List As more and more women engage in credit union board service and rise to leadership roles within the industry, their collective learning will continue to grow. Here are some takeaways for developing leaders. Contribute your own advice in the comments section below. Don’t wait to be invited. Share your thoughts and perspectives now! Change things up and be intentional about it. Be authentic and clear in your expectations. And then hold your colleagues to them. Be prepared and model the commitment and behaviors you expect from your colleagues. Previous Next

< Back More Listening, Less Mansplaining Jennie Boden Mar 22, 2022 In the boardroom and everywhere, it's important to hear all voices. I was recently facilitating a retreat for one of our credit union clients when one of the board members—a male board member—started going toe-to-toe with me on the subject of good governance. Really? I thought to myself. Okay, let’s go . I’ve been a professional in the national not-for-profit sector, focusing on governance, strategy and C-suite management issues, for almost 30 years. And I’ve been working specifically in the area of credit union governance for almost a decade. I’ve probably interviewed more credit union board members than, well, most everyone, and I’m an author of The State of Credit Union Governance studies published by CUES and Quantum Governance. I help assess and review governance data from 50 or 60 credit unions every year … every year . Now, I’m not trying to boast. But I am saying that I know my way around a discussion on credit union governance. Apparently, however, my male client knew more. The term mansplaining is relatively new—it first appeared in a Los Angeles Times piece in 2008—but the concept, of course, is not. The phenomenon of mansplaining is so common that it even now appears in the Merriam-Webster Dictionary and is officially defined as “when a man talks condescendingly to someone (especially a woman) about something he has incomplete knowledge of, with the mistaken assumption that he knows more about it than the person he’s talking to does.” For many women, mansplaining is a frustrating, recurring part of their professional lives, regardless of their position or tenure. While some may be tempted to call mansplaining a mere annoyance—or invoke gendered stereotypes that women are “too sensitive”—the impact of mansplaining behavior goes much deeper than words. In the boardroom, it can be a clear signal that a board member’s expertise is discounted and, according to the Society for Human Resources Management , it can even affect the way board members are nominated and selected for committees or leadership roles. Mansplaining in the Credit Union Boardroom So, why is this particularly relevant among credit unions? We know that credit unions have made significant progress in diversifying their boardrooms, especially as compared to other sectors: 36% of credit union board members are women, whereas women hold only 25% of board seats in Fortune 100 companies, according to a 2018 report by Deloitte and The Alliance for Board Diversity of America. Yet, even at 36%, women are still significantly underrepresented in our credit union boardrooms, which remain male- (and white-) dominated spaces. Much more work remains to be done to improve gender diversity in the boardroom to ensure that boards truly reflect the communities they serve. As most women know, mansplaining happens everywhere: It begins on the playground and carries through to the boardroom. But it doesn’t stop there. In fact, the concept of mansplaining is so universal that in 2016, a union in Sweden temporarily set up a hotline for workers to report incidents of mansplaining and seek counsel from professors, authors and other gender experts on strategies for dealing with this condescending behavior! Even the BBC offers a flow chart to help readers identify mansplaining even when they may not realize it’s happening to them! As we encourage boards to reflect on and improve their own diversity, we know that many credit unions will recruit new directors who don’t necessarily have banking or accounting backgrounds, but who are bright, driven leaders in their fields. They are strategic thinkers who are ready to learn more about what the credit union does. This diversity—both in terms of gender and racial background and also professional expertise—undoubtedly helps advance a credit union’s service to its members not only by ensuring a strong “ear to the ground” but also by deliberately crafting a leadership group that brings diverse experiences, skills and viewpoints all to strengthen the decisions made in the boardroom. Board members with prior sector experience will, naturally, lead in helping their new colleagues develop a greater understanding of the credit union and their responsibilities as board members. In fact, we encourage it. In offering guidance, however, it’s important to remember that your support should be offered in a way that’s conducive to learning and recognizes your new colleagues’ own talents and expertise versus sharing your own knowledge in a way that is condescending, meant to intimidate and discredit. Board members of all tenures and backgrounds should approach their role with what David Smith , an associate professor of practice at the Johns Hopkins Carey Business School, calls “healthy doses of humility and a learning orientation.” Smith also notes that a “prove it again” bias that women often experience “questions their competency by having them continually prove that they have the experience and ability to perform. Most men do not experience this bias as it is usually assumed that they are competent, and they are advanced more often on potential.” While this observation is based on his experience in the U.S. Navy, a credit union boardroom—a similarly male-dominated space—can also encourage these dynamics. How to Move Past Mansplaining How do we recognize and move past the mansplaining we observe in the boardroom? Smith’s research found that what women most appreciated in male mentors and allies was their capacity to listen—which Smith summarizes as “generous listening with an intent to understand and not fix her or fix her problem.” Recognizing the root impulse for this is also important: “As it turns out, many of us as leaders are socialized to be problem-solvers. We listen to a colleague until we discern the problem and then tell them how to fix it.” (Read more on this from Smith in “ More Listening, Less ‘Mansplaining’ Make Men Better Allies to Women Co-Workers .”) In the credit union boardroom, where we find various levels of expertise in accounting or banking, but a steadfast desire to learn, this is equally important for male colleagues to internalize. What are some other key strategies for creating inclusive, welcoming, and respectful spaces? Arin N. Reeves, Ph.D., of the University of Michigan offers a few suggestions : Create and use agendas for meetings to define intentions, decrease interruptions and offer clarity on who should be speaking and why. Adopt a “take turns” approach in meetings; it will provide additional structure around who should be speaking and offer all participants an opportunity to give their perspective. Separate “divergent thinking” (unstructured brainstorming and idea generation) from “convergent thinking” (idea analysis and decision-making) to prevent unwanted interruptions and allow for women’s voices to be included as an active part of the leadership and decision-making process. Speak up! We can all recognize the symptoms of “mansplaining,” and if we can respectfully call out and encourage reflection about this behavior, we can create more respectful, productive and effective board and committee meetings. We all know that there are challenges to recruiting board members. Don’t make the mistake of not fully appreciating or realizing the full potential of your board members by silencing those voices that will help to further the vision and mission of your organization. Previous Next

< Back Who's on Your Board Today? Tomorrow? Michael Daigneault and Jennie Boden Mar 27, 2018 The State of Credit Union Governance, 2018 report finds credit unions are more certain of their current mix of directors than they are about the future composition of their boards. Here’s what this means for board renewal. Data from our new report, The State of CU Governance, 2018 , find that the majority of credit unions feel pretty good about who’s currently on their boards—but are much less sure about the future.Almost three-quarters of survey respondents (74 percent) of respondents report that their boards are “effective” or “very effective” at having the right mix of skills/experience to accomplish [their] governance roles and responsibilities. But remarkably, almost half of all of the survey respondents (46 percent) describe their effectiveness in “attracting the right people to serve on the board” in the future as only “adequate,” or “ineffective” or “very ineffective.” Figure 1: Attracting the Right People to Serve on the Board - Overall Our experience is that your collective worries about attracting the right folks to serve on your credit union’s board are well-founded—and things may get worse before they get better! The number of board members available to serve in the coming years is likely to shrink. Using generational definitions from Pew , the Boomer generation (born 1946–1964) consists of 76 million people and is shrinking. Generation X (born 1965 – 1980) is estimated to be only around 55 million people, causing a significant lack of potential board members for a good number of years until the much larger millennial generation (born after 1980) begins to peak. This means that you and your board colleagues will be competing more and more for fewer and fewer potential board members. In his book, Generations: The Challenge of a Lifetime for Your Nonprofit , Peter C. Brinckerhoff notes that both members of Generation X and millennials typically volunteer for different reasons and in different ways than members of the Boomer generation. Brinckerhoff goes on to say that members of the Boomer generation historically committed to volunteerism in support of institutions, whereas younger generations volunteer in support of people and issues rather than organizations. They often prefer discrete projects rather than large commitments, and they can experience all that volunteerism has to offer without having to be commit to regular “face-time,” all of which goes against traditional board service. So, how do you attract, and then keep, the ever-elusive millennial? Here are a few do’s and don’ts to consider as you work to refresh your board’s membership: DO: Talk about your credit union’s mission. Millennials are often cause- or mission-driven, but ensure that you’re talking to them in language they understand, using today’s technology. Mix your credit union’s business with passion. Ensure that your board meetings are not all business. While addressing the business of the day is important, see that you are also addressing the broader, strategic impact that your credit union is having (see point No. 1, above). Bring them on in multiples. That is, don’t just add one millennial at a time to your board or its committees; add a number of them so that they don’t feel like a token (see point No. 1, below). DON’T: Treat them as tokens. It seems like everyone is talking about adding a millennial to their boards. Ensure you have a meaningful role for them to fill on your board and its committees (see also point #3 above). Under-estimate their abilities & skills. They have a lot to contribute; ensure that you are listening and learning from them. Think of them as “kids.” While for many board members, they may be the same age as your kids, they are not your kids. Treat them with the professional respect that they are due. Previous Next

< Back A Quality CEO-Board Relationship Michael Daigneault Jul 26, 2016 Fostering A Healthy Balance The CEO of an organization we’ve been working with recently resigned. Unfortunately, a good deal of finger pointing followed. Some suggested a lack of strategic focus. Others questioned her leadership qualities. And there was the inevitable discussion of “fit” or “chemistry.” This outcome ultimately came down to the relationship between the CEO and the board. And it’s not the first time we’ve seen this set of circumstances. In fact, a member of our team has resisted taking on a chief staff position for this very reason—because the relationship between a CEO and the board can either make or break effective organizational leadership. As such, we spend a great deal of our time at Quantum Governance talking about the importance of building a constructive partnership between the CEO and the board. But what does that really mean? We can start with the basic definition of these words. Constructive, as defined by the Oxford Dictionaries, is “serving a useful purpose; tending to build up.” Partnership refers to “taking part in an undertaking with another or others, especially in a business or company with shared risks and profits.” There’s a lot of meaning embedded in those definitions, but let’s just call out a few of the most important words: “useful purpose,” “tending to build up,” “undertaking with another” and “shared.” When we ask board members what their most important role is vis-à-vis their CEO, a common response is “to hire and fire.” That’s a very limited view of the relationship. Yes, recruiting and dismissing the CEO are formal powers vested in a board. And, yes, these decisions are among the most important a board typically makes. But these formal powers do not speak to the quality of the relationship, whether it is constructive and how it functions as a partnership between the board and the CEO. Yet, therein lies the real key to leadership success in the vast majority of credit unions. The constructive partnership model is not a luxury but a necessity. Both the board and the CEO are needed at the table. There are times when the board must firmly lead, as when setting overarching credit union policy, for example. And there are times when it makes sense for the board to get out of the way and let the CEO and his or her management team do what they do best—run the day-to-day operations of the credit union. But there are very real instances where you both need to work—and here’s that term again—in constructive partnership. For example, who sets the strategic vision for the credit union—the board or the CEO? Or do you do it together, through dialogue and in discussion? Would your board hold a strategic planning session without your CEO? Would your CEO put a new five-year strategic plan in place without the board? Certainly not. We have seen instances in which credit unions have been largely driven by the board. In these situations, the CEO is often frustrated and describes feeling like “my hands are tied.” There is a fair amount of turnover at the senior levels of these organizations. On the other side of the coin, in organizations where the CEO is firmly in charge and forges forward without board input, directors are disengaged and describe feeling like a rubber stamp, following the whim and will of the CEO and his or her management team. Neither extreme benefits the credit union. All this talk of constructive partnership does not imply that the board should not address CEO performance issues. That is a key board responsibility—and a process that may require more attention at many credit unions: Nearly two-thirds of all board members we’ve surveyed wouldn’t describe their method of assessing their CEO’s performance as very effective. Ultimately, one of the most important roles you play as a director is to find a way to support and hold your CEO accountable, joining him or her in the undertaking the leadership of your credit union in genuine constructive partnership, sharing the responsibility to deliver on the expectations of your members in helping them fulfill their financial life dreams. Previous Next

< Back When It Comes to Board Meetings... Michael Daigneault Jan 27, 2015 We can do better. For more years than I sometimes care to admit, I’ve traveled the country consulting with credit union boards of directors and CEOs. One of the questions that frequently arises in our discussions is: How can we make our board meetings better? Better is certainly an aspirational – but also amazingly ambiguous – term. I’ve learned it can mean remarkably different things to different credit union leaders. For example, in the context of board meetings, I have been told better means: more strategic discussions, shorter meetings, a more engaging experience, an opportunity to hear everyone’s voice, more efficient meetings, fewer – but longer – meetings, meetings that produce more effective decisions, a more robust accountability culture, meetings giving clearer direction to staff and meetings producing greater consensus. These are all well intended, but also all over the map! It makes me wonder what’s really happening at many monthly credit union board meetings? Is this what the agenda looks like at your credit union’s board meeting? The chair calls the meeting to order and offers a brief set of general remarks or report. There’s then a CEO report, often followed by financial, staff and committee reports. There’s little time for genuine dialogue or discussion. Indeed, the agenda is often centered on telling the board various types of information – reinforcing the board’s role as overseers or fiduciaries. Old School Meetings Historically, most credit union board meetings have largely emphasized the board’s formal role. A routine (even rote) agenda has been frequently use to move efficiently (often thought of as “quickly”) from one report, informational item or policy issue to another. Board members were on hand to receive information or data, provide the required fiduciary oversight and make quick or final decisions when necessary. Many such decisions tended to be made immediately or even in advance of the board meeting. Tough questions – or even meaningful dialogue – were often viewed as hindering or even obstructing the meeting. In today’s credit union environment, however, this board meeting paradigm does not work particularly well. I often wonder if a critical mass of credit union boards even know they’re likely stuck in an outdated way of conducting their meetings? Why do I ask? Because the board meeting of the future looks remarkably different from the board meeting of the past. New School Meetings Yes, the chair still opens the meeting and offers some remarks, but now he or she notes unique elements for the meeting’s success. It’s the chair’s responsibility to help his or her colleagues focus, and set a tone that invites meaningful exchange. Such items as routine reports, informational items, administrative changes, minor alterations to policy and the like can often be included in a “ consent agenda ” and approved with a simple vote. Likewise, a thoughtful dashboard presented by the CEO can be used to efficiently and effectively highlight the critical indicators of your credit union’s efforts. After asking any needed clarification questions of the CEO or senior team, you and your director colleagues are then able to transition to the other central agenda items for the day: one or more strategic or educational discussions designed to help your credit union move forward. What would the members of your board do if, aside from the chair’s remarks, a consent agenda and an effective dashboard review, there was a significant strategic question posed for consideration and discussion, and you had more than an hour in which to really discuss it? How do you think your board colleagues would respond to such an experiment? Would they be open to the possibility or change? I strongly suggest you consider evolving your board agendas from emphasizing the formal role of your board to focusing on the board’s influential and persuasive role as well. Vary the agenda items and include open spaces for dialogue and deliberation where questions can be posed and collective learning can take place. Chairs, develop agendas that encourage strategic questions and dialogue from your colleagues. CEOs, you can help by identifying real strategic questions facing the credit union. In partnership with the chair, highlight such questions by building an agenda item around them. While I do not suggest that credit union volunteers or executives lessen their focus on fiduciary oversight, I do suggest they can meet smarter and more effectively. Namely, that board meetings focused predominantly on information or data exchange are not enough. I urge them to remember that vision, strategy and effective governance are among the board’s central responsibilities. The structure and culture of board meetings can greatly assist—or impede—such vital responsibilities. Previous Next

< Back Why Directors Are Chess Pieces, Not Checkers Jennie Boden and Dr. Alexander Stein of Dolus Advisors Jan 25, 2022 Every director should be ‘chair material’—even if they wouldn’t make a good chair. We worked with $6.5 billion Hudson Valley Credit Union , Poughkeepsie, New York, on an extensive board renewal project. During that effort, the CU’s nominations subcommittee decided that every candidate on its slate of nominees should be “skilled enough to be board chair” or “chair material.” But what does that really mean? Does it imply that you should only recruit people to your board who have the intelligence, experience, qualities, hard and human skills that indicate this individual could readily assume being chair of your board? Does it suggest you should raise the level of expectation that you and your colleagues on the nominations committee—indeed on your board—have for yourselves in terms of the type and the caliber of individuals you recruit and nominate to your board and supervisory or audit committee? Our answer to both questions would be a resounding, “Yes!” What it doesn’t mean is that anyone or everyone on your board should actually become chair of your board. Remember, board members are more like chess pieces than checkers. They each come with their own unique skills, attributes and experiences. While you want to ensure that you are only recruiting individuals of the highest caliber, not everyone is cut out to be a board chair. Some people are natural leaders and make excellent chairs. Others, while still amazing leaders, are more comfortable in positions with less authority and better suited for serving as vice chair or other important roles. Still others have a razor-sharp mind for numbers (a great treasurer, for example), but might be challenged when it comes to building consensus or running an efficient meeting—both requisite skills for any good chair. So, remember, when you’re recruiting for new board members, ask yourselves these questions: Does this person embody the most desired skills, attributes and characteristics? Is he or she good enough for our board? Will he or she elevate the level of our discussions? But, when you’re identifying your future chair, also consider these: Is this person a consensus-builder? Can they facilitate difficult decisions? Build a strategic agenda that delivers effective outcomes? Are they a leader who will inspire followers? In other words, choose your chess pieces wisely, and deploy them strategically. Alexander Stein, Ph.D . , is founder of Dolus Advisors , a consultancy that helps leaders address psychologically complex organizational challenges. Previous Next

< Back Great Things from the Great North Michael Daigneault Jul 25, 2017 Three overarching Canadian principles that can be applied universally I love Canada. After all, my birth name is Michael George Daigneault. (You’ve got to say it with a strong French accent!) It’s as French-Canadian as you can get, and yes, you’ve guessed it – my family emigrated to the U.S. from the wheat fields of Weeden and Valcourt in Quebec. In all, many cool things are from Canada: governance geek, along with snowmobiles, egg cartons, insulin, Trivial Pursuit, Péché Mortel beer, Justin Trudeau, Celine Dion, Peter Jennings, Dan Aykroyd, Dwayne “the Rock” Johnson, Margaret Atwood, Shania Twain as well as the “Ryans” (that’s both Reynolds and Gosling) all are from Canada. In addition, the first credit union to open its doors in North America did so in Canada – at the start of the 20th century in Levis, Quebec. There Alphonse Desjardins organized La Caisse Populaire de Levis. Just about 10 years later, he helped organize the first credit union - just down the road a bit - in Manchester, N.H., and so credit unions were born in the United States in 1909. A few years ago, CUES began working more directly with its credit union members in Canada, and Quantum Governance had the good fortune to begin doing so, too. We have learned that while there isn’t just one set of standards in Canada there are, none-the-less, a number of overarching principles that guide Canadian credit union governance and are worth thinking about. They include: 1) A robust commitment to ongoing education: Canadian best practices and regulators focus on continuing education for all CU board members, CEOs and audit committee members. Now, we’re not suggesting that credit union education in the United States needs to be regulated. We would, however, stand up and cheer if more credit unions would require regular training for both board members and senior staff. So much is changing; so much has yet to be learned. 2) A durable culture of responsibility and accountability : We’re doing more and more studies for our U.S.-based clients on board member compensation. One of their stated interests is an increased measure of board member responsibility and accountability. We’ve seen this in our neighbors to the north, where compensation for board members is a normal course of business, along with a remarkably high level of responsibility and accountability. 3) Ongoing board member skills evaluations. A unique aspect of the Canadian regulatory framework is to require regular evaluations of board member skills. While it has increasingly become a best practice in the United States to evaluate boards as a whole , our Canadian credit union clients pushed us to create a new tool to support their special needs – a “ Director Skills Assessment .” This assessment goes a step deeper to help evaluate individual board members’ contributions to the leadership of the credit union across five key areas: 1) governance culture; 2) personal attributes; 3) leadership skills; 4) engagement; and 5) knowledge centers. And so we say thanks to our friends to the North -- for peanut butter, Trivial Pursuit, some delightful beer, credit unions and some great ideas to help us along the way. Previous Next