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

< Back An Antidote For Shifting Sands Michael Daigneault and Jennie Boden Sep 24, 2019 Your strategic planning process is as important as the plan and should be ongoing. Recently, Henry Meier, SVP/general Counsel at the New York Credit Union Association penned a blog addressing “ Why D.C.’s Policy Pronouncements are the Key to Economic Growth .” In it, Meier discusses the shifting sands of today’s political environment, as well as the state of our economy and how “We are now more dependent on Washington than ever before.” The business environment in which your credit union operates is, to say the least, complicated. Beyond the challenges that emerge from Washington, you are likely faced with growing competition, shifting demographics, technological disruption, as well as the potential for an economic slowdown or recession. What else would you add to your list? Challenges with board succession? A CEO transition? A core conversion? How prepared is your credit union to meet these challenges? Do you have a solid strategic plan in place? What about your process? We think the process, in these turbulent times, is nearly as important as the plan. There are four common strategic planning processes that you and your colleagues can adopt: A traditional planning process would have you identify where your credit union is today and where you want to be in the future (for example, three to five years from now). Then, you create a disciplined timeline, set of strategic goals, milestones, and financial and other resources needed to get there. The only problem with this process is that stuff happens. Presidents implement tariffs. Timelines for core conversions drag on. You get the point. Scenario planning allows you to plan for a number of different potential futures or scenarios on a contingency basis. The challenge here is that it’s much more time-consuming because of all of the time required to create and consider alternative scenarios (and accompanying plans)—many of which are sometimes necessary, particularly in an unpredictable world in which very different futures may unfold. In phased planning , it’s understood that the world may change quickly and, therefore, it’s difficult to plan too far into the future. Accordingly, the phased approach tries to break up the strategic planning process into manageable periods (or phases) of time. The downsides to phased planning are that you can lose sight of longer-term goals and default to a form of operational planning. Cyclical planning combines best practices from all three of the above methods—It’s “real-time,” “continuous” or “ongoing” strategic planning. To quickly put you at ease, cyclical planning does not mean that you are re-creating your strategic plan at every board meeting or even every year. What it does mean is an important change in the mindset of both your board and your management team. It means that strategic planning is regarded not as something separate from the board’s governing duties, nor is it separate from management’s responsibilities. It means that strategic thinking and planning are core elements of your board’s and management’s responsibilities. It means, therefore, that your board and management are holding meaningful strategic discussions on an ongoing basis—throughout the entire yearly cycle of board and committee meetings. (And that these discussions go beyond merely an update on how you are doing on the metrics.) It means there is no designated start and end to “the plan.” It is thoughtfully considered—and modified if need be—over time. It means that as the sands shift in Washington, China or in your backyard, your credit union’s board and management team are prepared to react—quickly and in “real time” to meet the credit union’s changing strategic needs. Previous Next

< Back Transitions of Power Jennie Boden Jan 26, 2021 A perfect time to re-evaluate your organization and its direction is when a key leadership shift is on the horizon. The recent transition of power in our country got me thinking about transitions of power in credit unions—both at the board and CEO levels. I think as a community, we give the most thought to CEO transitions, and this is definitely smart. The CEOs of many credit unions have been around for years, even decades. These CEOs have shepherded their credit unions through incredible growth, sometimes from managing receipts in a shoebox to managing billions of dollars in assets. The change that CEOs have experienced in their credit unions over these years, even if their growth has not been quite that phenomenal, is substantial—just as significant as the change that the credit union community has seen. And it’s important to step back and take the time to think about the future before the critical transition of power needs to take place from one CEO to another. It’s important, as a long-tenured CEO prepares to depart, to re-evaluate the credit union’s future direction, even the future direction of the board. What you needed and wanted from your CEO 10, 20 or even 30 years ago is, by definition, different than what you will likely want and need today. And clarity is key. Be honest. If you’re a risk-averse board, hiring a progressive CEO could be a non-starter. You’ll be clashing before your first board meeting. Chair-to-Chair Transitions Board-level transitions of power are just as important as CEO transitions. The transition from one chair to the next is far too often overlooked from a strategic point of view. Perhaps it is because it happens with greater frequency, but we take for granted that every member of our board will know how to take the gavel in hand when it’s her or his turn, and that’s simply not true. Not every board member is cut out to be the chair, just like not every board member would make a great treasurer, for example. (I know that I wouldn’t make a good treasurer!) And sometimes, certain individuals would be best suited for specific moments in time. A board member who has experience with mergers and acquisitions, for example, would be terrific if organic growth falls last among your strategic priorities. We’ve also seen some credit unions place their officers on a moving conveyor belt, rotating individuals through the four positions every year or even two. This also doesn’t support a healthy transition of power. By the end of year one, like in most jobs, the officer is just learning the position and putting solidly into place the relationships that they need to govern. By the end of year two, things are just beginning to click, and then the rotation begins, and the process starts all over again. Consider a four-year term to allow for a healthier transition of power, on-the-job learning and a few years of smooth sailing. Reflection on Your Organization and Its Direction Finally, take these important transitions—each of them—to pause and learn more about your credit union and what you want it to be in the future. Reflecting on your vision, mission and strategy when a new CEO transitions into the credit union or revisiting the board’s governance structure, policies and procedures after a three-to-four-year period is prudent. This is not to say that we don’t support a consistent, rigorous schedule of self-reflection and even self-assessment—we do. But in particular, transitions of power—both within our country and within our credit unions remind us, as the nation’s new favorite poet reminds us: “And yes, we are far from polished far from pristine but that doesn't mean we are striving to form a union that is perfect. We are striving to forge a union with purpose…” - Amanda Gorman Previous Next

< Back Embracing our New (Virtual) Reality Caitlin Hatch May 22, 2020 The new virtual reality is changing the way we do business. I saw an interview recently in which author, American diplomat and former State Department official Richard Haas observed that the COVID-19 pandemic is not so much a turning point for our society, but an accelerant. His comments alluded to the idea that trends only just beginning to emerge before the pandemic, have been “fast-tracked” and their significance amplified as we unlock the ways and means of our new normal. Perhaps the best and most accessible example of this phenomenon is our new fluency in virtual or video conference meetings and even social gatherings. At Quantum, we’ve operated as a virtual organization from the beginning, conducting much of our work via telephone, video conference and the miracle of the Internet. However, an important and transformative element to our work often culminated in traveling to meet clients, sometimes one-on-one but frequently in groups of 20 or more. And the public speaking engagements at conferences to even larger groups…how does that work continue, or does it? As so many of you have, we decided to take a case-by-case approach postponing our in-person retreats and workshops at first but quickly pivoting to 100% virtual via Zoom, Meet, WebEx and the myriad of other apps that have become as familiar to us as centuries-old brands like Kleenex and Clorox. As it happens, we have been in the regular practice of video conferencing with an international nonprofit organization who asked us to conduct individual board orientations with their multi-national Board. We had previously aided them in updating their core governance structures and establishing a better understanding of their core identity and purpose —orientation of their newest directors was the next meaningful step forward. This afforded us a unique opportunity to put into practice a new way of conducting board orientation…100% virtually! In the recently published The State of Credit Union Governance 2020 Report we identified that “a significant number of board members believe their boards must improve their current onboarding process.” Less than half of the directors surveyed for the study felt that they were “using an effective process to orient new board members to the work and dynamics of the board,” with 30% categorizing it as “adequate”— hardly a ringing endorsement. Thus, we developed a virtual board orientation, a solution for boards who struggle with finding enough hours in the day, volunteers to manage the effort, or simply engaging ways to orient new board members effectively and meaningfully. So we “upped our game” so to speak. Doing more video conferencing in particular around board orientation, and we’re creating more recorded video segments and interviews. Check out our Facebook and LinkedIn for the latest and greatest! We upgraded our typical teleconference to a video conference where face-to-face from our own homes has increased the intimacy of our client relationships in a way that would make Getting Naked author Patrick Lencioni proud of both our clients and of us. 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 A Case for Reaching Higher Michael Daigneault and Caitlin Hatch Sep 26, 2017 Musings on the Federal Reserve’s proposed guidance on supervisory expectation for boards In August, the Federal Reserve published its Proposed Guidance on Supervisory Expectation for Boards of Directors and invited comment and discussion on the subject of better performance though better governance—a topic near and dear to us at Quantum Governance . These proposed guidelines, which apply directly to the boards of directors of banks and savings and loans (not credit unions), seek to “establish principles regarding effective boards of directors focused on the performance of a board’s core responsibilities.” These proposed guidelines are inspired largely by the 2007-2009 financial crisis and are designed around supporting “safety and soundness.” While we applaud any effort to improve governance, we are concerned that these guidelines are too focused on the oversight or a “supervisory” role for the board. That is, they are concerned largely with mitigating exposure to risk and, as such, promote a narrow view of the board’s role in governance. Even though the proposed guidelines do not directly apply to credit unions, we think it is vital to comment, as there are natural parallels to credit union governance. The Fed’s proposal seeks to better distinguish the role of the board from that of management by encouraging the board to focus on its core responsibilities: (1) setting clear, aligned and consistent direction; (2) actively managing information flow and board discussions; (3) holding senior management accountable; (4) supporting the independence and stature of independent risk management and internal audits; and (5) maintaining a capable board composition and governance structure. While all of these are admirable goals, they tend to cast the board’s work in the more traditional role of fiduciary oversight, focused on monitoring performance and mitigating risk. While these things are certainly important and necessary for preserving the safety and soundness of a financial institution, they only address one aspect of what makes a board truly effective today. Governance today is not, as the proposed guidelines imply, simply a matter of carving out areas of responsibility and levels of oversight. To foster a highly effective governance culture, a board must create a genuine, constructive partnership with the CEO—and in credit unions, with the supervisory or audit committee as well. This constructive partnership, we believe, is the true foundation of good and effective governance. A well-conceived constructive partnership is one in which the duties and responsibilities of all parties are clearly communicated, understood, respected and mutually supportive of each other. The board knows not to get involved in day-to-day management (indeed, this is one of the desired outcomes stated in the Federal Reserve’s Proposed Guidelines), but its role goes far beyond this basic standard. The proposed guidelines do acknowledge a situation that bedevils credit union boards as well as bank boards—the overly burdensome amount of information a board is expected to review. These requirements consume so much time that a director is, ironically, actually distracted from properly fulfilling what we believe are the higher principles of governance: setting the long-term strategic vison and direction of the credit union; defining “success criteria” which do not necessarily have to be financial in nature; encouraging genuinely diverse ideas and discourse; and, as mentioned above, constructively partnering with the CEO and staff to further the credit union’s mission. In short, we are concerned that the Fed’s proposed guidelines are grounded in an outdated governance model that may foster boards to move back in time, not forward. They appear to be based on a set of legal requirements that focus on a minimum standard. We advocate for all boards to “reach higher” and to put into practice governance principles and skills that are holistic and proven to lead to truly exceptional leadership and ultimately mission success for their credit unions. Caitlin Hatch previously served as a senior consultant with Quantum Governance and has worked with credit unions for the past eight years, focusing on governance and strategic planning. Prior to that, she served for 25 years as general counsel and corporate secretary for the largest anthracite coal company in the United States. Previous Next

< Back 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 Fiduciary AND Strategic Thought Needed Michael Daigneault Mar 5, 2014 Finding the right balance between operational oversight and visionary dialogue in your boardroom is worth the struggle. I’ve long said that being a CEO of an organization is one of the hardest jobs in the world. I’ve had the opportunity to help lead a number of organizations myself and have found myself being challenged to find the right balance between fiduciary and strategic agenda items at board meetings. Having formally observed a number of credit union board meetings in recent years, I have realized that this struggle is shared by many credit union CEOs and board chairs. And the proof of this difficulty goes well beyond the anecdotal. In recent assessments of credit unions throughout the United States, a surprising number of credit union board members reported a lack of genuine strategic dialogue at their monthly board meetings. Finding the right balance between operational oversight and strategic dialogue is a real struggle. But one that is very much worth fighting. There are a number of reasons why such a balance is difficult to achieve, but I’d like to focus on one reason in particular: Many credit union leaders get “stuck” in one mode of thought. What do I mean by that? CEOs and board members frequently lack a framework or vocabulary to ask the full range of questions necessary to effectively carry out their governance responsibilities. As such, and often by default, many credit union boards spend the majority of their time in the fiduciary realm of thought. Frequently, this notion of fiduciary is paired with the word “oversight.” As credit unions, we’re very good—and often most comfortable—with providing oversight. We are stewards of our members’ hard-earned money, and so we are traditionally strong at reviewing the financials, ensuring legal and regulatory compliance, instituting appropriate financial controls, conserving the organization’s resources and even mitigating key risks. As we should be. I would imagine your credit union spends a great deal of time talking about (or reporting on) fiduciary items at your board meetings. In fact, I’ve had clients who issue monthly board packets -- some 100, 200 or even 300 pages long -- and then spend the vast majority of their board meetings simply reviewing those written reports. Don’t get me wrong. Fiduciary thought is absolutely necessary, and it has a vital place - especially in the credit union community. The problem is that while fiduciary thought is necessary, it is certainly not sufficient if you desire a governance culture operating with excellence. Yes, more is needed. But the extra effort yields significantly greater rewards. The “more” that is needed is to begin incorporating strategic discussions into your board meetings regularly . Please note that I am not talking about “strategic planning.” It is highly likely you already incorporate some form of strategic planning into your meetings annually - or every few years - when your board undertakes the review or revision of your strategic plan. I am, however, suggesting that the board and senior management exercise their “strategic thinking muscles” very regularly. If you don’t, you won’t be able to adapt to changing market conditions. Nor will you improve at identifying, planning and executing high-impact strategic initiatives. (It’s a lot like my golf game. I know how to hit the ball reasonably well, but playing only once or twice a year, my game has seen no real improvement in 20 years.) By modifying their regular meeting agendas, boards and senior management teams can work in constructive partnership throughout the year to create the credit union of the future, craft thoughtful dashboards of strategic success, find ways to innovate, experiment and learn on an ongoing basis. They can also work diligently together to scan the internal and external environments surrounding their credit union, identify evolving member needs, analyze competitive benchmarks and see key marketplace trends long before others. Begin to think of “strategic planning” as an ongoing process of strategic discussions and learning opportunities throughout the year -- not a discreet occurrence with a start and a finish. And so the question is: What’s on your next board meeting agenda? Previous Next

< Back The State Of Credit Union Governance 2020: A Summary Jennie Boden Apr 2, 2020 For years, we’ve dreamt of studying the state of credit union governance. We know what you’re thinking: Dream bigger. Some people dream of European vacations. Fast cars. Beach houses. But for governance geeks like us, it’s often all about the data. In 2018, we were fortunate to partner with CUES to realize our dream, and The State of Credit Union Governance, 2018 was published. We made some groundbreaking discoveries, like reporting that board members and CEOs frequently differ on their perceptions about governance—and that their perceptions diverge even further based on tenure. We even found that bigger really may be better: Board members and CEOs of CUs with assets of $1 billion or greater had statistically and significantly higher survey scores overall on 18 of the 21 key questions asked concerning matters of governance. And we were satisfied, for a while. But our compendium of data kept growing, and our drive to create more information for you, our colleagues, clients and friends throughout the credit union community, was compelling. Today, we are pleased to announce The State of Credit Union Governance, 2020, which provides updated figures for 2018-2019 and draws on data from the governance assessment of 115 additional credit unions—114 in the U.S. and one based in Jamaica—to enrich the findings from our 2018 report. This year’s report is a collaboration between CUES, Quantum Governance and The David and Sharon Johnston Centre for Corporate Governance and Innovation at the Rotman School of Management, University of Toronto. Our findings are also derived from a supplemental online survey conducted in September 2019 with responses from 320 directors and CEOs across 170 U.S. credit unions. While many of the key findings from 2018 still ring true today (if you haven’t read the 2018 report , we encourage you to begin there), the 2020 report is full of new discoveries that will challenge you and your credit union to new levels of governance excellence. 2020 Key Findings Board Structure and Composition: Demographic diversity was identified as the number one priority for credit union board recruitment (53%). The next highest priority identified when recruiting new members to credit union boards was an ability to focus on the future (51%). (See Figure 1.) Board members continue to think that soft skills, such as an ability to focus on the future (76%) and independent mindedness (66%), are most valuable in the boardroom. Credit union boards are more gender-diverse than their counterparts in other sectors. The average credit union board has nine members, of which three are women (36%) and one is a visible minority (16%). Board Governance: Credit union boards that focus on bolstering their governance tend to adopt a governance committee more readily than those that do not have a concerted focus on good governance. When looking closely at the 1,060 director responses in our sample, we found that directors on the same board would often report very different—and sometimes opposing—perspectives on their board’s effectiveness in four fundamental areas of board renewal: 1) periodic governance assessment; 2) the action plan based on governance assessment outcomes; 3) the director onboarding process; and 4) the frequency of board member renewal. Board Leadership: Survey respondents identified seven important leadership functions for board chairs that fall within two primary categories: 1) establishing processes (e.g., allocating time, setting the agenda, etc.); and 2) working with people (e.g., appointing committee members and chairs). Although most survey participants report that their boards do not limit the number of terms a board chair can serve, we found that more than a third do. Term limits for board chairs can range anywhere from a year to more than 10 years. More than half of the participants whose boards have a term limit in place for their chairs reported limits of less than five years. An impressive 92% of all surveyed board members report that their board is effective at maintaining a good working relationship with their CEO. However, as in the 2018 report, the average board member and CEO differed on how effective they thought their boards were on a range of key governance measures. In 2020, across the 81 surveyed CUs that provided a CEO response, we found that there’s disagreement between the board and CEO regarding the board’s effectiveness on 22 out of 49 survey questions, on average. Credit Union Strategy: We found that 32% of survey respondents do not feel that their board is effective in helping to develop the credit union’s vision, mission and strategy. Most survey respondents say they should slash—by a third—the average time they spend on routine items and operational oversight (i.e., items that do not require debate or can be approved with a single motion as on a consent agenda) and invest an average of 10% more of their time on strategic matters. (See Figure 2.) Decision-Making: Many credit unions have at least one director who says that the board is ineffective at asking hard questions (53%), holding each other accountable (54%) or engaging all members in the work of the board (49%). While directors had misgivings about how decisions are reached, most believe the decisions their boards made were ultimately good, and they could stand by them and speak with one voice. Recommendations Since many of the findings from the 2018 report remain relevant, we encourage you to revisit those recommendations as a baseline; they will serve you well as strong building blocks for any governance program. From there, we would encourage you to consider our newest recommendations from the 2020 report: Board Renewal: Focus on strategic thinking and independent mindedness. Your credit union is a complex financial institution navigating the era of greatest change in the history of the credit union movement. As a result, your board requires meaningful financial literacy, business acumen and specialized skills in such specialties as law, accounting and human resources. However, even boards with the most skilled members will fail to add value without independent mindedness and strategic thinking. Board Diversity: More than ever, credit unions are acknowledging the value of demographic diversity among board members, including gender, race/ethnicity and age. However talking about it as a priority is not enough. To ensure that your board is truly diverse, you will need to be clear in your objectives and work hard at executing them. Once you know the demographic balance you are looking for, you will need a plan to help you find the right people. Board Leadership: Take your board chair position very seriously. Although your CEO is responsible for carrying out your credit union’s strategy on a day-to-day basis, no individual in your credit union has more potential to add value than your board chair. Ensure that you have a robust, concrete job description in place for this important position. Board Governance: Build alignment around what “effective” truly means. It is both normal and constructive for board members to disagree. One might argue that without disagreement there can be no excellent decisions. In too many cases, however, our data highlights boards where one or more directors have assessed the board’s effectiveness at polar opposite ends of the spectrum. Ensure that you are engaging in these types of conversations in the boardroom—what does “effective” really look like for you? Strategic Thinking, Learning and Planning: Invest more time in strategic matters. The most valuable skill identified in credit union boardrooms today is the ability to focus on the future, yet we found that 32% of survey respondents do not feel that their board is effective in helping to develop the credit union’s vision, mission and strategy. Ensure that your board is doing everything it can to be effective in this fundamental role and responsibility. Previous Next

< Back The Learning Board Michael Daigneault Sep 23, 2014 Three key building blocks I’ve been a serial learner most of my life. In fact, I drive my wife and colleagues crazy lugging multiple iPads, books, articles and videos around with me wherever I go. I have a book recommendation for nearly everyone who crosses my path. I’m such a space nut that I attended adult space camp (“adult” perhaps being a relative term) at the tender age of 35—to train on the actual simulators that NASA astronauts used in years gone by—because I was curious to learn what it was like to fly the Space Shuttle. Call me a learning geek. So I guess it won’t surprise you that I’ve been thinking a lot lately about the idea of building a culture of learning among credit union boards and about how such a culture might just be the salve to a number of credit union challenges. As it happens, 25 years ago, Peter Senge, an American systems scientist and a senior lecturer at the MIT Sloan School of Management (host of the first segment of CUES’ Strategic Innovation Institute ), suggested the benefits of becoming a “learning organization”—one that has developed a culture that actively encourages leaders, managers and employees to “continuously acquire, transfer and create new knowledge.” Senge’s thesis was applauded when it emerged, but for many large corporations and institutions to actually become continuous learning organizations was an overwhelming and daunting challenge. The personal computer and Internet were still in their infancy. (To give it some historical context, it was the same year “www” was proposed for universal use on the Web, and the Apple computers at the time were the Macintosh Classic and the Lisa. We would have to wait another 11 years for the first generation iPod!) I’d like to suggest that Senge was right in his appraisal of what needed to happen, but seriously ahead of his time. The digital and conceptual environment of today had to be born to enable his vision of a learning organization to genuinely flourish. But the time has been here for a while and it’s time for credit unions to get aboard this train. Today’s credit union faces a particularly challenging, rapidly changing and unpredictable landscape. The cycle times for new products and services have become extremely compressed. Entrepreneurial disrupters can go from an idea to having a major impact on the financial or technological landscape in just months or years. (For example, Square became a $2 billion corporation in just two years.) With ever-increasing regulatory complexities, consolidation, evolving board governance practices, exploding technologies, and the quickly changing needs and expectations of your members and community, the demands on credit union leaders have become greater than ever. This is your moment ... you can allow the challenges to overcome you, or you can overcome the challenges. It is vital that your board and senior management identify key trends, changes and developments quickly— appreciate the implications of such shifts quickly—and courageously help your credit union to adapt quickly. Why the rush? Simply put, the world won’t wait for you. It will change at its own pace … credit unions will have to work very hard to just keep up, let alone “get to the future first!” How can your leadership ensure that it: (1) is genuinely aware of the critical changes taking place; (2) deeply appreciates the implications of those changes; (3) is able to meaningfully partner with management to craft strategies that respond to key shifts and needs; and (4) can do so in an economic climate that demands speed and effective execution of vital strategic choices? Indeed, one of the most important strategic challenges facing nearly all credit unions today is how to individually and collectively learn the changes that are taking place around them, ask the hard questions that need to be asked, strategically experiment, capture the learning from those experiments, and innovate rapidly enough to ensure the relevance of credit unions for years to come. I am convinced that a genuine commitment to be a modern-day “learning organization” led by a “learning board” will help your credit union better understand, successfully innovate and rapidly adapt to the swiftly changing world that surrounds it. But, what do I mean when I say you should build a learning organization and board? And, where do you begin? There are three key building blocks for any credit union leader seeking to foster a learning culture: A supportive learning environment. First, you will need to make a conscious—credit union-wide—that you are dedicated to building a learning organization. It takes a commitment of time, energy and resources. And not just from your board members. Your credit union’s senior management team will be required to contribute and, often, play an active role in helping board members access key learning resources. A concrete learning process. A number of helpful resources are available to support your efforts. Certainly your CUES Director or Center for Credit Union Board Excellence membership opens up a number of important doors to ongoing learning, training and conferences. Be specific about your credit union’s expectations concerning active learning. Outline initial and ongoing requirements for board members, and don’t forget to include senior management and your employees in the fold. Include an assessment of your own and your employees’ commitment to learning as a part of your annual evaluation processes. Leadership that reinforces learning. Lastly, and most importantly, your commitment to learning must come from the top-down – demonstrated overtly by both the board and the senior management team. At my own organization, my staff knows how important ongoing learning is to me. While space camp may have been a dream for me, I do ensure that we regularly include key questions, strategic ideas and even provocative book discussions on the agendas for every one of our quarterly team meetings… Previous Next

< Back Some New Remote 'Norms' Are Here To Stay Michael Daigneault and Gisele Manole Aug 25, 2020 Five tips for a successful pivot to virtual board meetings At a recent credit union board retreat, we asked the group (a mix of board members and executive leadership); “How do you think the post-COVID-19 world will be different from the pre-COVID-19 world?” The answers were varied and included: More of the workforce will work remotely Better overall hygiene practices Less brick-and-mortar retail and other traditional storefront businesses Increased consolidation of the credit union field Fewer major airlines and fewer travelers We ask this question because, as they say, “the genie is out of the bottle” on so many of our new norms and behaviors. Our businesses and our culture have made a sharp turn to adapt to new laws about social distancing—a foreign concept just a few months ago. This pandemic has accelerated our transition into the digital realm. Which of the changes that we have made are likely to stick? Which ones should we adapt to craft the “new normal”? Perhaps the most immediate change our boards have had to make is switching to virtual meetings. So many boards are asking us and themselves if and how can they effectively and meaningfully conduct their work virtually? Quantum has had to make some changes along these same lines. While the majority of our work is conducted remotely, our facilitated retreats, often considered the pivotal “aha!” moment for many of our clients, had to be reinvented as virtual experiences. It was a daunting challenge but one that we attacked as a team composed of different strengths, talents and experiences. Some of us are more confident with new technologies than others. And then there was a sense of mourning for the loss of our in-person retreats. We had invested so much of ourselves over eight long years and hundreds of thousands of miles to fine-tuning our practices. Who are we without our flip charts, big stickies and colorful illustrations? How did we pivot? We practiced … a lot! We spent countless hours choreographing and rehearsing for our first virtual retreat. It is safe to say that we have successfully pivoted now that a number of our clients have commented, “I think this was actually a much better format for our retreat. We were so focused and got so much accomplished in a shorter period of time!” And, “This (virtual retreat) raised the board’s governance IQ but also our video conferencing and communication skills which will make us stronger, too.” Here are a few best practices that this short and intense period of adjustment has taught us about teamwork and conducting successful virtual meetings: While we are limited to only a virtual meeting format, make it the best possible experience. Be present just as you would be if you were seated in the same room with your colleagues. Make sure your video is on, that your face is well lit, that your sound is strong with no background noise or distractions, and that you are knowledgeable about how to use whichever conferencing platform you are using, such as Zoom or Google Meet. Come prepared in every other way and review in advance the board materials you were provided in advance. It may seem like common sense, but many board members still treat virtual meetings like “board meeting light,” as if they are in a holding pattern until they can meet in person again. This experience of continuing to operate and indeed grow your organization in a pandemic has likely already provided you with opportunities to conduct vital business and make board-level decisions remotely. If it hasn’t already, it will. Your loyalty to the mission of your credit union and your responsibilities as board members are the same today as they were in the pre-COVID-19 world. Have a focused agenda and aim to keep your virtual meetings to about 90 minutes. (We think two hours is the max.) Participation can fall off a cliff if a video conference goes on too long ... we have all been there! Consider meeting for more than one session if you need more than 90 minutes. Keep your agenda tight while leaving room for strategic discussion. It is a delicate balance and requires excellent meeting facilitation by the chair and active participation by the rest of the board. Use all of the tools available to you on whichever video conferencing platform you use , including “breakout rooms” for small groups and strategic discussions, “polling” (which is a great way to efficiently get a Five-Finger Consensus ) and the “chat” feature (which, used appropriately, is a great way to take the pulse of your entire group in record time.) Remember that teamwork is essential. Everyone has to be “all in” on the virtual experience and 100% committed to your meeting’s purpose. The pandemic crisis has been a gut check for leaders in the credit union community. Having a deep bench of various talents, experiences and cultures has never been more important. Perhaps nothing is a complete substitute for “breaking bread” and the ways that in-person meetings, practices and rituals build community and culture. However, think about how a hybrid model of virtual meetings (when done well) and in-person meetings (with social distancing, masks and hand sanitizer) can help you to expand the reach of your board recruitment and diversify your membership. As we continue to adjust to the post-COVID-19 “new normal,” the most important lesson is to remain nimble; don’t be afraid to try new things and accept that experimentation will lead to some failures, but ultimately to success as well. 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 Closing the Board/Management Trust Gap Michael Daigneault and Jennie Boden Jul 1, 2018 5 ways to unite staff and volunteers for good governance We had a colleague once who used to say that trust is “the residue of promises fulfilled.” It’s a pretty good working definition, as definitions go. It’s simple, straightforward, and likely one that most people can identify with. You trust those that you can rely on; those that have come through for you in the past are most likely to come through for you in the future. You’re probably more drawn to the types of people in your life who do what they say they are going to do, and we bet that you avoid the other type—the kind that disappoint and fail to follow through. For years, we’ve been surveying credit union leaders around the country and, out of the more than 50 questions that we’ve been asking them, there’s one we’ve always identified as among the most important: How effective is your board at building a leadership culture of trust? Then, after years of surveying individual credit unions, we synthesized the data from multiple credit unions and learned a lot. (You can read the fruits of our labors in the recently published study entitled “ The State of Credit Union Governance, 2018: Five Data-Driven Recommendations for Future Success. ”) We found a significant difference in perceptions between credit unions’ senior staff and volunteers (board and supervisory committee members) on matters of trust. The numbers may surprise you; we know that they surprised us. If you consider trust to be an essential building block of a cooperative’s leadership culture, as we do, the numbers may also concern you. While we identify 10 elements of an effective board culture including engagement, inquiry, curiosity, respect, learning, teamwork, accountability, service and diligence, it’s the element of trust that undergirds them all. Without trust, you’re likely in real trouble. Conflict spikes up, relationships fray, efficiency plummets and morale ends up in the basement. Overall, just 27 percent of senior staff and 25 percent of CEOs that we surveyed reported that their boards were “very effective” at building leadership cultures of trust, and a critical mass of them (42 percent of senior staff and 48 percent of CEOs) thought that their boards were only “adequate,” “ineffective” or “very ineffective” at doing so! See Figure 1: Building a Leadership Culture of Trust by Position. There’s also a clear gap between what the senior staff and volunteers think. More than 50 percent of supervisory committee members and 40 percent of board members we surveyed reported that the board was very effective at building a leadership culture of trust—indicating a significant perception gap between the two groups. So, what’s going on here and, more importantly, what should we do about it? What’s Going On? A credit union board member recently described her board’s culture as “toxic,” and another suggested that there was a “cancer” within. While we certainly recognize that the culture described by these two volunteers is an extreme, we do know that all cultures, including your board’s culture, are living, breathing things that require constant tending and care. And if you’re not paying attention to yours, you’re putting it at risk. To understand more closely what may be driving these troubling findings on trust, let’s turn back to our recent study and explore three more elements of an effective board culture: 1. Engagement. If trust is the primary element of an effective board culture, engagement runs a close second. You can’t have an effective culture if your board members aren’t engaged. How many times have we heard from our clients (and have you thought to yourself) that there’s a group of board members who just come to board meetings and sit there, never talk, don’t seem prepared and don’t seem to care? How much trust do you think those board members are engendering? If we go back to our definition of trust—the residue of promises fulfilled—are they keeping the promises they made when they joined the board? Are they serving their CUs to the best of their abilities? Are they engaged, active members of the board? Lending their time, talents and energies? Sadly, the answer is often a resounding, “No.” Our survey data shows that 41 percent of CU volunteers and staff rate their board members’ engagement as only “adequate” or less than adequate. Board member engagement is—for some CUs—suffering, and such woes are likely having a negative impact on building trust. See Figure 2: Engaging All Board Members in the Work of the Board. 2. Accountability. Merriam-Webster defines accountability as “an obligation or willingness to accept responsibility or to account for one’s actions.” There’s some good news: Many supervisory committee members believe there is a fair bit of accountability on CU boards. The not-so-good news is that those actually in the boardroom on a regular basis expressed a much greater degree of concern. Less than 25 percent of board members surveyed think that they’re very effective at holding each ot her accountable—and the perspective from management is even more critical with only 16 percent of senior staff and 12 percent of CEOs finding boards very effective at holding fellow board members accountable. See Figure 3: Holding Each Other Accountable by Position. Over time, this lack of accountability is surely having a negative impact on trust. It likely means that some directors are falling short on their promises and their colleagues aren’t respectfully calling them on it. 3. Inquiry. We like to say that one of a board member’s most important jobs is asking good questions. Volunteers will never be a top expert on the CU’s operations, nor should they be. That’s why directors rely on professional CU staff for help. Volunteers must trust but verify; ask questions that staff may not have considered; and provide advice, counsel and oversight that drives success. Unfortunately, there is some evidence in our report that boards aren’t measuring up in this area. More than a third of our study’s respondents rated their boards as only “adequate” or “less than adequate” at asking the hard questions that need to be asked. See Figure 4: Asking the Hard Questions That Need to Be Asked. The key is to be sure that you’re actively creating a culture of inquiry. Understand your role and speak up. But be careful. Ensure that your culture of inquiry doesn’t become a culture of actual or apparent distrust. That is, trust but verify. Your questions should be shared for supporting and furthering the CU, not a “got ya” mentality. And don’t jump into the weeds. Keep your questions strategically focused or at the appropriately high end of fiduciary oversight. What Can Be Done? If you’ve read carefully, at least some of the answers will have begun to emerge. We’ve listed them here in five suggestions for you to consider: 1. Assess your credit union’s governance effectiveness and culture. If your board hasn’t conducted a governance assessment recently, it’s time to do so. Just like you go to a doctor regularly to evaluate your health, your CU’s governance health and culture should receive its own check-up on a regular basis—usually every two years. This should include a formal assessment process to identify your strengths and challenges and the development of an action plan for improvement. 2. Keep your promises. Say what you are going to do and then do it. Don’t disappoint. Follow through, and if you can’t, be clear why not. 3. Show up. Be prepared. Participate. If you’re not clear about what is needed, ask. Ensure you have job descriptions for directors and officers; make sure you have committee charters, too. These all help to clarify (and quantify) roles and responsibilities. 4. Be accountable and hold others accountable, too. Accountability is a two-way street. Just as we talked about keeping your promises, you need to be sure that your colleagues are keeping their promises, too. Once the roles and responsibilities are clear, and everyone knows them and agrees to them, commit to a culture of accountability. Ensure you have a chair in place who is bold enough and strong enough to lead the charge. 5. Ask the hard questions that need to be asked (and have the hard conversations that need to be had). This last suggestion is perhaps the most challenging of all. It will require you to be open and vulnerable at the same time ... to put your trust in your colleagues and to ask them to put their trust in you. But it’s a must, and as we said, probably your most important role as a board member. Previous Next