< Back ERM Is Everyone's Responsibility Michael Daigneault May 23, 2017 10 steps to take to ensure your leadership is doing all it can to identify and manage risk A study released last year— Risk Management for Nonprofits —raised quite a storm in some circles. While the particular risks faced by the charitable sector are often different than those in the credit union community, the study has, nonetheless, been an effective catalyst for raising awareness about the need to have a board-level conversation about risk and risk management. I’ve mentioned before that we have the good fortune of conducting governance assessments for credit unions throughout the United States. Only about a third of the CU boards we’ve assessed describe their ability to identify risk as “very effective,” and an even smaller group of them say they’re “very effective” at mitigating those risks once they’re identified. From a governance point of view, this is a pretty significant finding. And one that demands attention. For many CUs, discussions of risk begin and end with financial matters—interest rate risk, loan loss risk, fraud risk, etc. But is that enough? Aren’t there other risks that organizations face? And, what is risk, anyway? The authors of the Wyman/SeaChange study define risk as “unexpected events and factors that can have a material impact on an organization’s finances, operations, reputation, viability and ability to pursue its mission.” While the definition comes from a study on the charitable nonprofit sector, we think it’s a pretty good place to start in terms of framing the concept of risk for credit union board and committee members. But, let’s look a bit deeper, as some credit unions have begun to do. We are thinking about enterprise risk management, which is not just the responsibility of your board, management, board committees, a risk specialist, your external auditor or even an internal auditor. Yes, each has a role in understanding and managing risk. We’d also suggest that your supervisory or audit committee should play even greater role than typically given them. (Read more about the expanded role of the supervisory committee in “ Supervisory Committees Function Well ’ and “ Internal Watchdog, Plus … ” The Committee of Sponsoring Organizations of the Treadway Commission is a voluntary, private-sector organization dedicated to guiding executive management and governance participants towards more effective, efficient and ethical business operations. It defines ERM as “a process, effected by an entity’s board of directors, management and other personnel, applied in strategy setting and across the enterprise, designed to identify potential events that may affect the entity, and manage risk to be within its risk appetite, to provide reasonable assurance regarding the achievement of entity objectives." Are you doing all that you can, as credit union leaders, “to provide reasonable assurance regarding the achievement of entity objectives?” To get you started, consider these 10 steps: Ensure that your board assumes its full governance role, including not only its legal duties, but formal and informal governance responsibilities. With the rapid pace of change and the many threats facing CUs today, it’s imperative that your board understands that it must play a vital role. Formally task your supervisory or audit committee with ERM. Ensure that your committee is on the leading edge of today’s best practice of going beyond simply conducting an audit. Consistent with board policies, management will still conduct the operational work. It's the committee’s role to ensure it is being done regularly and effectively. Be sure you have the right people, in the right seats, to support effective ERM. Identify the best people from among your volunteers and staff. Develop an explicit risk tolerance statement that indicates the level of risk your credit union is willing to take. Once your board has assumed its duties in this area, this should be one of its first tasks. Be sure to constructively partner with your CEO and his or her management team, as well as members of your supervisory or audit committee. Develop a list of key risks and include brief scenario planning to address them. We had one credit union client that was housed in the World Trade Center on Sept. 11. It lost nearly everyone and everything on that day, but within a day, it was up and operating at a remote location in New Jersey. Scan your credit union’s internal and external risks in your annual strategic planning. Make sure key risks are identified and considered. Include financial benchmarking in your annual scan. Review your financial reports and projections and compare your position to similarly-situated organizations. Set appropriate financial targets to support your risk tolerance statements, as well as your scenario planning. Once you have reviewed your financial benchmarking data, develop a plan to address any risks therein. Put your plan and reports in writing. Be sure that your perceived risks, opportunities and scenario planning is shared broadly with the board, supervisory or audit committee, and appropriate members of the management team. Update your plan on a regular basis. Be sure to revisit your risk tolerance statement, financial benchmarking, scenario planning and your ERM plan annually. We don’t need to tell you that the environment is changing rapidly, and that means your risks are likely evolving, too. Be sure that you’re on top of them and ready to pivot. It’s fundamental to your responsibilities as leaders of your credit union. Your members are counting on you. Previous Next

< Back Tell Me Something I Don’t Know: What You Need to Know About Assessments Michael Daigneault and Gisele Manole May 22, 2018 Solid financials aren’t necessarily a sign of a high-performance board. We don’t know what we don’t know. It’s such an obvious thing to state, and yet we would suggest this simple statement of fact may be the key to the future of your credit union. Often our clients approach us with a sense that although their credit union has a healthy balance sheet and continues to grow its membership and assets, there is something they could be doing better--that their board and committees could be more effective in the work they do on behalf of the credit union. Without an obvious or discernible problem, they just can’t put their finger on it. Maybe it is time to “take stock” or assess. Remember, the fact that your credit union is doing well doesn’t mean that your board is following suit. In our experience, a number of situations may be opportune for doing an assessment, including: When a new chair or CEO comes on board. Fresh ideas can get caught up in a web of procedure. Clarity and understanding of best practices and why they are in place makes getting to the heart of matters more efficient and ultimately more productive. When you want to take the CU’s leadership or strategy to the next level. If you’re sensing that your leadership is relying on older methods or governance practices that need modernization to keep up with the demands of the marketplace, or if your strategic plan is not agile enough for the credit union to accomplish what it has set out to do, the time has come for a deep-dive assessment. After a crisis. Any major internal or external shake-up that causes board members and management to pause and ask “what happened and how do we prevent it from happening again/” signals the right time to revisit what is working with your governance and what is not. When you’re experiencing very high-or very low director turnover. If your board is struggling to keep up with orienting new members each year, or if it needs to break out of its routine to advance your credit union and its mission, a targeted assessment may gather the intelligence necessary to shift lanes. When you have not done an assessment in the last three years. Simply stated, best practices indicate that there should be regular assessment to ensure that your board, culture and governance are fine-tuned and prepared to shoulder the responsibilities of exceptional leadership and service to your credit union. Where do you start once you have recognized the need to undertake an assessment? Although most groups, including ours, will tailor assessments to the needs and issues facing your specific credit union, there are a few general types of assessment to keep in mind. Assessment of the board “as a whole” Review of board committees Assessment of board officers including the chair, vice chair, secretary, treasurer and committee chairs Self-assessment by individual board members, which may also include peer-to-peer evaluation Appraisal and review of CEO Risk assessment to address such topics as financial risk, strategic planning and risks associated with growing technologically Assessment in and of itself is strongly recommended (CUES and Quantum Governance together offer a survey-only assessment tool ). But in our recently published The State of Credit Union Governance 2018 report , we discovered that credit unions that don’t undertake a more comprehensive assessment at some point may receive results that skew almost exclusively positive. Such a skewed and rosy viewpoint could prevent some credit unions from taking necessary and corrective action. In many cases, a full governance assessment inclusive of surveys, interviews and document review is essential to truly understanding the challenges facing your credit union. Since we don’t know, what we don’t know, we need to stay curious. Asking critical questions of yourselves and holding yourselves accountable is the only way to ensure the success of your governance and leadership efforts, as well as its impact on your community. Previous Next

< Back A Matter of Leadership Michael Daigneault Apr 1, 2015 CUs need to pave a new road to ensure a strong, high-performing board over time. Perhaps one of the most vexing and controversial challenges facing the credit union community today concerns the fundamental question: How can a credit union ensure ongoing, effective governance and leadership? One of the historical building blocks of a CU is that it is a cooperative. It has long been thought that financial cooperatives will be best led by members who have an actual financial stake—or share—in the CU itself. Since their own money is invested in the CU, it is widely assumed they will be aware of—and appropriately engaged in—the proper oversight of the credit union’s financial affairs. CU members accomplish this by electing a board to take on a set of responsibilities designed to help ensure the safety and soundness of the members’ resources, as well as the effective governance of the CU. The current state of credit union governance is, however, being severely challenged by a rapidly changing environment and a sometimes stagnant board. (Read a bonus article, “ The Nine Leadership Challenges , ”.) One of my senior consultants came to Quantum Governance from the general nonprofit sector. She was stunned when assigned to her first credit union client. What she found was a group of directors, the majority of whom had been in their positions for well over 20 years. Because of the long-time tenure of these board members, the institution was facing the wholesale turnover of both its board and its CEO in the next few years. By holding on so long, the board members actually ended up endangering leadership continuity—exacerbating the very problem they professed to be solving by their continued service. The time has come for boards to reframe and “rebalance their responsibilities,” as Ram Charan has noted in his new book, Boards That Lead: When to Take Charge, When to Partner and When to Stay Out of the Way . Yes, board monitoring and oversight are still important, but they are no longer sufficient. The reality is that for many CU boards, more effective leadership is needed. What Leadership Leads To At Quantum Governance, we talk with a lot of credit union board members and, unfortunately, what we’re hearing from them about their ability to effectively lead and govern isn’t altogether positive. The following data is from our 2014 credit union compendium: More than 25 percent of all board members we’ve surveyed think their board is “less than effective” at building a leadership culture of trust. Thirty-seven percent think they are “less than effective” at holding each other accountable. Only one in five board members thinks their board is “very effective” at asking the hard questions that need to be asked. Twenty percent of board members say they are “ineffective” or only “adequate” at acting decisively when necessary. Sadly, about one in three directors says their board leadership and governance culture are “less than adequate” overall. Importantly, credit union boards are struggling to find the right people to serve—with only 18 percent saying they are “very effective” in doing so. How to Get More Effective Leadership So what’s a credit union to do? Renewing the strength of your board and its leadership can be accomplished using various techniques. If you answer “no” to even a few of the questions in the following section, you’ve got some work to do. And you need to get moving, or you’re likely to get left behind. Way, way behind. Board assessment. Is your board working on strengthening its governance practices? Are you reflecting on what’s going well and where you’re struggling? How are your committees functioning—especially your supervisory committee? Have you and your colleagues committed to a regular process of board evaluation? Training for needed competencies and strengths. Are you undertaking a robust training initiative that responds to your assessment results by strengthening your directors’ intellectual capacities and stretching the boundaries of current discussions? Do your fellow directors return from the latest CUES or other conference full of ideas and enthusiasm? (Read “ Starting Point ,” about developing plans for director learning, in this issue.) Associate board member program. Have you considered an associate director program that will afford up-and-coming volunteers the ability to learn about your credit union’s business “from the ground up?” Are your committee rosters creatively drawing from non-board members–those in the community who could foster a wider sense of support for the credit union and support your associate director program? Do your recruiting “tentacles” go beyond the supervisory committee? (Also read “ Working in the Governance Wings : Strategies for readying volunteers to give a good performance once on the board”) Term limits. This practice is rooted in one of the central principles of maintaining board effectiveness over time and the idea of creating (and sustaining) a careful balance between historical continuity and rejuvenation. A big potential benefit of limiting the length of service of credit union directors is fostering an influx of new talents, skills and energy to the board as a whole, as well as among board officers. Of course, there are a number of traditional challenges raised concerning term limits. Some credit unions fear losing valuable board leadership and institutional knowledge. (Get ideas for minimizing this risk ) It takes time to really understand the issues at play within an organization—and credit unions are complex financial organizations. Some believe it imprudent and inefficient to spend valuable time and energy getting board leadership “up to speed,” only to then urge them to move on at the close of their tenure. Another frequently raised concern is an actual or perceived shortage of suitable or willing candidates. Such a shortage of qualified candidates can be an authentic challenge—or simply the net result of very low turnover. Of course, if a board officer or member has proved effective, there are some who would suggest it is entirely appropriate to maintain the status quo because “if it ain’t broke, don’t fix it!” Certainly, I’m not saying that term limits are the answer. They are, clearly, only one tool. But they can be a helpful tool for your board’s leaders. Rotation of officers. Additionally, it is helpful to periodically rotate directors through board officer positions so a sustained concentration of power in a limited number of individuals (either actual or perceived) does not occur. Rotating board officers also helps an organization from getting stuck with just one leadership style. Board officer rotation is also thought to strengthen the pool of candidates willing to serve. This is due to the common occurrence that some will naturally aspire to board leadership roles—but only if it is perceived there is an authentic opportunity to attain a leadership role after a reasonable period of time and service. Finally, a lasting concentration of authority in a select, few individuals is, I believe, contrary to cooperative governance principles. Know the true role of the board chair. While there are courageous conversations that need to happen at the chair’s level when a board member is failing to live up to his or her fiduciary responsibilities, strengthening the leadership of the board is not just your chair’s responsibility. As a board member, it’s your responsibility to truly be engaged. Don’t simply attend the meetings and go through the motions; be an active player. A board member recently told me that he estimated about 70 percent of his colleagues barely even spoke at his CU’s board meetings. Is that leadership? Your members are depending on you. More Than Incremental Improvement The challenge I would place before you is this: Are you entirely sure your current situation isn’t broken? Fundamental or truly transformational changes—not just incremental—are what your credit union must undertake to craft the exceptional board of the future. A board that can truly help to overcome the types of challenges facing credit unions. It will take exceptional board leaders, working in constructive partnership with management, to be successful. It is likely that some of the leaders you need to move forward are already on your board; it is equally likely that some leaders you need to meet such challenges are not. I couldn’t agree more with author Michael Hudson, Ph.D. in his Credit Union Management Article, "When Directors Step Down:" Directors, when it’s your time, have the courage to step up and step down. Board chairs, you have an important role to play, too, in board rejuvenation. Have the hard conversations. If someone isn’t participating or truly adding value, it’s your job to find out why, and—if need be—help find someone who will. In the end, no single tool, technique or individual strategy is a substitute for what is needed most at this pivotal time in the credit union community and that is, of course, courageous leadership on the part of every member of the board. Previous Next

< Back Weaving a Single Garment of Destiny Michael Daigneault Jun 23, 2020 The key threads include equity, diversity and inclusion. All three are needed for the best leadership and governance for your credit union. The recent events in the United States—no, this time, not COVID-19—the recent events surrounding the urgent call for equality led me back to Martin Luther King, Jr.’s letter from a Birmingham jail . I often return to this brilliant piece of literary history, from which I find great guidance and direction, but never so much as I have recently. In his letter, dated April 16, 1963, he wrote: “We are caught in an inescapable network of mutuality, tied in a single garment of destiny. Whatever affects one directly, affects all indirectly. Never again can we afford to live with the narrow, provincial ‘outside agitator’ idea. Anyone who lives inside the United States can never be considered an outsider anywhere within its bounds.” Never have truer words been spoken of these, our United States, or indeed the world. But we should also take an important lesson from these words for the organizations that we lead. I hear so much lately about organizations and boards—particularly in the credit union space—taking up the cause of “DEI,” or diversity, equity and inclusion. In fact, in our 2020 State of Credit Union Governance , diversity was listed as the highest priority when recruiting new board members among those surveyed. As those at BoardSource , a national organization working to empower boards and inspire leadership, say, “As the decision-making body at the highest level of organizational leadership, boards play a critical role in creating an organization that prioritizes, supports and invests in equity, diversity and inclusion.” And I couldn’t agree more. But, it’s important to know what these three terms really mean. (Note: BoardSource re-orders the three from the usual “DEI” to “EDI.” Quantum Governance believes that this is actually the appropriate order, given that the notion of equity is a broader concept that underlies both diversity and inclusion.) And, while they are often used interchangeably, they have very different meanings: Equity is a conscious and thoughtful awareness of how systemic inequalities have affected our society, individuals and all those an organization serves. As stewards of the public good, all social sector organizations (regardless of their exact mission) are called on to embrace and celebrate the inherent worth of all people. Boards and credit union leaders need to play a vital role in understanding this context. Deeply appreciating the fundamental concept of equity creates powerful opportunities to deepen an organization’s impact, relevance and the ultimate advancement of the public good. Diversity is the mix of people involved in leading, staffing, volunteering and moving forward the mission of your credit union (or any group for that matter). It is focused on a range of folks from different backgrounds, with varied personal characteristics or attributes who are engaged in the work of the organization as board, staff, volunteers, vendors and members, as well as the people and communities your credit union serves. Inclusion is about authentically valuing the benefits that diverse people bring to the organization. It is about the conscious and unconscious culture of the credit union and how it values (or not) the contributions that “everyone brings to the table.” It frequently describes how people from a spectrum of backgrounds are genuinely woven into leadership, operations and membership of the organization, how their perspectives are genuinely heard and valued, as well as how their needs are thoughtfully understood and respected. Therefore, Equity is embracing, celebrating and respecting the essential worth of all people and ensuring that our common humanity is honored. Diversity is getting a genuine—and expansive—mix of people at “the leadership table” or within a group. It does not sacrifice quality or competence on your board. Indeed, it is designed to enhance it. Inclusion is a shared understanding to authentically listen, to actually hear and justly value what people have to offer, contribute and say. And, all three are needed! Without each of them working together, one supporting the other, your credit union’s governance and leadership will fall short of where it surely needs to be. Previous Next

Meet Our Team Jennie Boden Managing Principal & Lead Consultant Read More Shannon Zayas VP of Operations & Senior Consultant Read More Traci Tucker C onsultant Read More Paul Dionne VP of Strategy & Lead Consultant Read More Gisèle Manole VP of Marketing & Senior Consultant Read More Arlene Reuss Governance Administrator Read More

< Back Charting a New Direction Michael Daigneault Apr 1, 2016 The roles of leadership in today’s credit unions are changing; specifically, there’s an important new way to think about key board leaders. The ideal role of board treasurer was a recent topic of conversation on CUES Net™ , the CUES-members-only listserve. Without identifying which CUES members were having the conversation, the CUES Net moderator asked for my input, and posted my thoughts back to the list. My thoughts stirred a bit of controversy, and I thought to myself, “Well, good. Let’s have this discussion. Let’s talk about the changing roles of leadership in today’s credit union.” In this article—as I did in my comments to CUES Net—I’m going to challenge assumptions about the role of board treasurer—and the other officers. Get ready. I’ve never been one to shy away from a good old-fashioned give and take, and I think it’s time that we all push ourselves to go beyond the status quo when we think of the board officer positions that are leading our movement into the future. I’ve written and spoken in recent years about the nine key challenges facing the credit union of the future. ( Read about them in my article ). To be certain, you and your colleagues are facing a lot more challenges today than you were a decade or more ago when many of you signed up as board members. So, if the world around you has changed, and continues to do so at a rapid pace, shouldn’t some of our assumptions and approaches to leadership be open to change, too? I think so, and I’m encouraging you to revisit some long-standing assumptions you have about board leadership. Assumption #1 : Boards should never “manage” anything. I love asking board retreat participants if boards should manage. The vast majority of board members (and nearly all CEOs) gasp and respond with a resounding and unequivocal, “no.” So, I continue prodding, asking: “Are there no circumstances under which a board should manage?” I get silence—and blank stares. “None?” I ask. Ultimately, I’ll have one brave individual who will posit that: “Boards should manage their one employee—the CEO.” Another brave soul may offer, “Boards should manage themselves.” And this becomes my opportunity—they are correct! If a credit union board should be responsible for managing its own operations, then it would be logical to consider your chair as your board manager-in-chief. He or she is responsible for the overall, effective functioning of your credit union’s board. Beyond crafting and facilitating your meetings in partnership with the CEO, your chair should ensure that your board is building a healthy governance structure and practices. (Of course, we recommend an active governance committee as an important partner in this endeavor, too.) But, these are just the nuts and the bolts part of the job. The real key to what the board chair does is in fostering and then managing the right culture for your credit union board. Be sure that you and your colleagues appoint a chair who can inspire and engage your board members—one who sets and models high ethical standards, from both personal and professional points of view. It’s also important that he or she work well with the credit union’s CEO—fostering a constructive partnership between the board and senior management. Assumption #2 : The vice chair’s job is boring. Much like the vice president of the United States, the position of vice chair used to be pretty boring. But it doesn’t need to be. What if you reframed the vice chair role as your board learner-in-chief? Yes, of course, this means your vice chair should be learning everything he or she can about the role of the chair should the vice chair be needed in that role some day. It is, after all, the vice chair’s role to be “at the ready” at all times. This means your vice chair should be ready to fill in for short-term absences and the potential long-term replacement of your chair. But being the board learner-in-chief can mean so much more. And it should. To meet the challenges before you, you and your colleagues need to be constantly learning and growing. There is no one better suited to lead this charge toward adopting the culture of a “learning board” than your vice chair. He or she should already be in full learning mode and can be a catalyst to encourage you and your colleagues to actively pursue learning on an ongoing basis. Lastly, you can consider charging your vice chair with special projects or initiatives like being a public spokesperson at key events, coordinating board retreats, designing better board meetings, strengthening the strategic planning process, or even a successor CEO search. The vice chair position lends a level of credibility to these initiatives, which is important, while allowing your chair to keep his or her eye on the overall management of your board. Assumption #3 : The board secretary’s job is to take minutes. (That is, the secretary’s role is even more boring and inconsequential than the vice chair’s!) This is perhaps my favorite board officer position to discuss. I always ask this very simple question: “What is the role of the board secretary?” And there are usually one of two answers given. The first is this: “To take the minutes.” And the second: “To edit and approve the minutes taken by the staff.” Really? That’s it? Boring… But no–that’s not it! For a little inspiration, we needn’t look far. In the corporate sector, the board secretary has a very, very important role. He or she is, as enumerated by the Canadian Society of Corporate Secretaries , responsible for ensuring the integrity of the governance framework, the efficient administration of the company, compliance with statutory and regulatory requirements, and implementing decisions made by the board of directors. There. How does that sound? Boring? I don’t think so. Now, that’s a job I’d like to have as a volunteer board member. It goes pretty far beyond taking minutes, doesn’t it? Make no mistake. You are helping to lead an organization every bit as complicated or sophisticated as a corporation. While a credit union’s structure may be different from its for-profit competitors, the stakes are just as high. And some could argue that the complexities you face as a credit union—with members’ interests and a mission to balance—place even greater demands on your governance structure, policies and practices. Consider your board secretary your board builder-in-chief (or, better yet—your chief governance officer), working hand in hand with your chair to build a stronger board. Your board secretary should be tasked with seeing that your board adheres to organizational policies, as well as national regulations. He or she should also oversee board nominations and a robust onboarding process by chairing the credit union’s governance and nominations committee. And this committee, too, can be charged with working with the chair to build engaging board and committee meetings to effectively carry out the board’s work. Assumption #4 : You have to be a numbers person to be the treasurer. At last we come to the source of the controversy that sparked this article. In my response to CUES Net, I suggested that it is the role of the contemporary credit union treasurer to help fellow board members effectively translate complex financial reports and data into comprehensible and insightful information that can effectively support strategic decision-making at the board level. There was some concern raised that perhaps what I was suggesting was that board members (i.e., the treasurer) might have more experience in the financial realm than the credit union’s CFO. I wasn’t. I was actually trying to make the opposite point. If your credit union board is like most, it’s not made up of financial whizzes and MBAs. It’s made up of everyday people like you and me, representing the membership and, for whom their financial literacy and acumen may have been developed through their service on the credit union board. And if they’re like me, perhaps their eyes glaze over when they see 26 Excel spreadsheets coming their way. I see an effective treasurer working with the CFO and his or her staff—poring over those Excel spreadsheets—to ensure the board receives clearly discernible reports, dashboards, bar charts and graphs, all in an attempt to clarify and deliver the complex financial reports in a manner that everyone on your board can genuinely understand. My colleague shared a story recently that made perfect sense to me. She said that the best treasurer she ever saw was a marketing guy. Yes, you read that correctly. A marketing guy. He didn’t want the job, but no one else would take it. He was the last guy standing. And what made him good at the job (indeed, great at the job) was that he didn’t fully understand the numbers at first, and he kept asking for clarification until he did. And, he was good at communications and visuals, so that was a plus. The joke around the boardroom was that if Jeff could understand the financial reports, anyone could. And they were right. He had them “translated” into a form he could genuinely understand. This helped Jeff—and everyone else on his board! How crystal clear are your financial reports? Can your new board members truly understand them? Or are you still presenting 26 Excel spreadsheets (in the form in which the staff tends to understand them) to your board members and expecting them to read them like a CPA? Assumption #5 : Everyone deserves a chance to be chair. Don’t simply adopt an automatic ascension plan for the board member who “hasn’t had a chance to be the chair yet.” Many credit unions have a practically automatic process whereby directors begin as a regular board member, then become the secretary, then move to treasurer through to vice chair and right on up to chair. Not everyone is cut out to be chair. Automatic ascension provides little to no wiggle room concerning needing a particular person to be chair because he or she has a particular skill set or capability; due to big changes being on the horizon for the CU; or because the board needs to focus in a new direction. Choose the right candidate for the right time, not simply because it’s his or her “turn.” Assumption #6 : You’ll know what to do when the time comes. One of the most important leadership assumptions I can help you challenge is that you will know what to do when the time comes. This relates directly to the notion that you should always have in place a leadership succession plan—and I’m not talking about a CEO succession plan (although I think you should always have one of those in place, too!). Your board and its officers are some of your most important strategic assets. Treat them accordingly. Plan ahead for changes in board leadership—both the kind that can be anticipated and those that cannot. I’m not talking about drawing up a 10-page, detailed plan. I’m talking about outlining the basics, including: who will serve as board officers on an interim basis; what roles certain committee(s) will play; and how the credit union’s CEO may be impacted. Be sure any succession plans are in line with your credit union’s bylaws, which may provide some direction on these issues. Above all, be open to even the idea of change. Here’s an example to explain what I mean: I spent the better part of a recent training arguing the merits of having a board secretary play an increased role within the organization. Really? I could hardly believe it—here was someone before me, arguing against a more engaged, more robust role for a board officer. Arguing against a board volunteer filling a key need within the credit union. Why? Because the secretary was so busy reading and approving all of those meeting minutes? I hardly think so. What’s the downside? I wondered. Imagine the upside… Previous Next

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

< Back 'Quantum' Board Engagement Michael Daigneault Jul 22, 2014 Six questions to help you more fully get your board engaged The board meeting is a good place to start working on board engagement, as I discussed in my last Good Governance column . However, you’ll need to go well beyond the board meeting experience to really make headway on director engagement. At Quantum Governance, L3C , we recommend answering these six key questions to help you more fully engage your directors in their work toward fulfilling the mission and vision of your credit union: Are your directors emotionally connected to your mission? The roots of the credit union movement are deep. For more than 100 years, credit unions have been providing quality financial services to their members. Are your directors aware of and committed to the cooperative principles that drive the movement? Are they committed to democratic member control? Voluntary and open membership? Cooperation among cooperatives? Do your directors understand what they can do to help? Does each board member have a sense of the value that are contributing? But for their active contribution, how would the work of the board and credit union be less? This question also reflects on the very purpose of board meetings and how their agendas are crafted. Don’t just focus on telling or reporting – this tends to foster a type of passive oversight from your directors. Are they working at the appropriate skill and ability level? Nothing dampers someone’s interest more quickly than feeling like they’re either over- or under-whelmed with the task at hand. Be sure your directors are adequately briefed and appropriately assigned to the right committee or taskforce, one that matches – and engages, their interests, skills and abilities. Are you sustaining their involvement throughout the year? This question extends beyond your monthly meetings. Are directors actively engaged between board meetings? Are you exposing your directors to other aspects of your credit union’s business? Are they attending outreach and community events? Are they serving as enthusiastic ambassadors and representing the credit union with real pride? Do you and your colleagues challenge yourselves to improve everyone’s performance? Not surprisingly, the notion of continual learning and improvement is often a key to sustained engagement. Stagnation begets stagnation. This is particularly a key issue in the credit union community where board turnover takes place slowly. As such, it is even more important for you and your fellow directors to participate in a regular process of self-evaluation and improvement. Is your leadership constantly building the web of relationships you need to succeed – both internally and externally? Focus on the resources available to you and your directors – from members of your senior management team to community resources and national educational resources like those offered by CUES. There are about 7,000 credit unions in the United States and more internationally. It’s safe to say you are not alone in your experiences and questions. Reach out. Actively engage, share what you have learned and keep learning from others. The rewards will be plentiful – for you – for them – and for your members! Previous Next

< Back Board Liaisons Direct Directors and Staff Toward Good Governance Caitlin Hatch Apr 26, 2019 Generally keeping things organized and on track is no small feat—and it’s an important one. Credit union leaders have become increasingly aware of the importance of good governance and have made an effort to ensure that their credit unions are adopting cutting-edge governance and leadership practices. From assessing the effectiveness of their boards and governance systems to updating their governance frameworks, policies and procedures to improving their board structures, committees and charters, good governance is taking center stage. These efforts—along with the steady workload of supporting a credit union board—require strong leadership from the board chair, CEO and a governance committee, but also from an often-overlooked and under-appreciated staff person—the board liaison. At a minimum, today’s board liaisons help to organize and disseminate meeting materials, plan and support the execution of board meetings and retreats, take minutes, and generally help keep things organized and on track so that the board can do its work. But more and more, the board liaison’s role is being expanded and now is considered by many a management position that has been tasked to actively support—and improve—the board’s work. In its expanded role, board liaisons also ask a fundamental question regarding good governance: How can the credit union’s board and governance become even more effective? Those board liaisons with sufficient experience are being tasked to help design and manage the information architecture for the board, ensure the value of board meetings and retreats; coordinate regular governance and strategic assessments, as well as support and guide the board in fulfilling its governance, strategic and leadership responsibilities. They are key players in fostering the governance cultures of their credit union board and, thus, the credit unions themselves. Historically, the individual tasked with this role has been the CEO’s executive assistant. Why? Generally, because that’s someone the CEO works closely with and trusts, someone who knows the credit union and has easy access to the key players, someone who has the nuanced administrative and people skills required to regularly communicate with board and committee members at the most senior level. They are, most often, consummate, professional women. I say “women” because, while a man could certainly perform this critical function, we have met very few men who actually do. At CUES’ first event for board liaisons, 19 individuals attended—all women—from across the country and from credit unions of varying sizes and complexities. They all agreed that they regularly perform many of a board secretary’s core duties—helping to safeguard the integrity of the governance framework; ensuring compliance with regulatory requirements; implementing the board’s decisions; and facilitating communication with and among the credit union’s leadership. However, we did learn that there are remarkably different approaches to the role. For example, the title of the person fulfilling the “board liaison” role currently varies a great deal from credit union to credit union (i.e., everything from “chief of staff,” “governance officer” and “board affairs director” to “board & executive relations,” “board administrator” and “board assistant”). And, just as the titles vary, the framing and scope of the position varies, too. While it’s a critical role, there appears to be no commonly accepted definition of the “board liaison” position within the credit union community at all! Working closely with CUES, other colleagues in the credit union community and board liaisons throughout the U.S. and Canada, we hope to help change this, and encourage a much greater appreciation for and deeper understanding of the importance of today’s board liaisons. The fact that the board liaison, at least at this early stage of conception, looks to be one that is largely filled by women, is to be celebrated—especially given the expanding and growing role that board liaisons are experiencing in credit union leadership. While there are now twice as many female CEOs in the credit union community as there were 10 years ago, still, less than one in five CEOs is a woman (for credit unions with assets over $1 billion). This is progress, but there still aren’t enough women’s voices among those in credit union leadership positions. Still, there remains much more to learn about the board liaison position and the vital role women are currently—and should be—playing as they shape the governance of their credit unions. Caitlin Hatch previously served as a senior consultant with Quantum Governance and has worked with credit unions for the past eight years, focusing on governance and strategic planning. Prior to that, she served for 25 years as general counsel and corporate secretary for the largest anthracite coal company in the United States. Previous Next

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

< Back The Benefits of Board Committees Michael Daigneault Nov 1, 2016 Get the most out of them by applying these bright ideas. If there’s one thing that board members and management often share, it is a disturbing sense of uncertainty as to the real benefits of board committees. From a board member’s point of view, committee meetings can sometimes be seen as another meeting to travel to, one more report to read, or—worse yet—an additional PowerPoint presentation to sit through. To top it off, it can frequently appear to volunteer leaders that “all their hard work” on a committee is—at times—somewhat less than appreciated by both their fellow board members and management alike. Of course, the challenge of committee work is not exclusive to board members or other volunteer leaders. Management has the responsibility of assigning staff (who already have full-time jobs) to assist the work of the committees, helping to gather information, coordinating schedules, writing reports, preparing presentations as well as developing motions and updating or crafting new policies for the committee’s (and board’s) final consideration. Staff is regularly “rewarded” for their efforts by then being asked to assist in implementing the to-do list of items that emerge from an affirmative vote at the board level. You may ask, “Does this mean that board committees should be abolished?” “No,” we would respond. “But,” you might think, “to overcome the types of burdens described above, committees better have some real benefits!” Fortunately, if done well—they do provide some very real benefits. If not done well, however, they are not the “value-add” they are intended to be. Do you know whether your committees are truly effective? When is the last time you evaluated your board committees (as well as the overall committee structure) to ensure that they are providing genuine value to your credit union? When established, charged and composed effectively, board committees can be a valuable asset to both your board and your management team by helping to: identify and examine key issues, concerns and questions ahead of board meetings. give laser focus to a project delegated by the board and/or helping to get things done more quickly and efficiently than would be possible for the full board. more equitably distribute the board’s work, since committee assignments can be dispersed among board members. facilitate trust-building between board members and management through their combined efforts. (It’s always a good idea to include relevant members of your management team on your board committees, too!) increase engagement among individual board members and help them make a more meaningful contribution to the board and to the credit union. But, what does it take to establish, charge, and compose your board’s committees effectively? The State of Your Committees There’s no right or wrong number or kind of committees for each CU board. In fact, we would argue that beyond supervisory committees for federal credit unions and some state-chartered CUs and audit committees for other state-chartered credit unions, there really isn’t a must-have list of committees for credit unions. In establishing or reviewing your board committee structure, the two rules of thumb that we would have you follow are these: Board committees should be established to do the work of the board, not the work of the staff; and Establish standing, board committees only when there is sustained, permanent, ongoing work for the committee members to undertake. Otherwise, we encourage you to use ad-hoc committees and task forces to accomplish your work early and often. Ad-hoc committees are likely to exist for more than a year, but not intended to be permanent. For example, a CU board may create a “new headquarters committee” that would exist for several years. Its purpose would be to help the board understand and oversee the important process of: 1) identifying the need for a new headquarters; 2) outlining the central benefits and challenges of doing so; 3) identifying or constructing the new building; 4) managing the financial implications of the new headquarters; and 5) overseeing the transition plan to move to the new building. At the end of its work, once the credit union has successfully moved into the new building, the committee would be dissolved. Task forces are even more temporary. They almost always exist for less than a year, and they are generally subgroups made up of both board and staff, but they may also include other volunteers or even outside experts or consultants. Task forces are charged with focusing on (and learning more about) a particular issue, question, opportunity or challenge and then reporting back to the board their thoughts and findings within a defined period of time. Sometimes task forces may simply report back the information they have gathered. In other cases, they are also asked to provide one or more recommendations for the board’s consideration. Once they have provided their recommendations, unless the board asks for further work from the task force, they are dissolved. What’s a Committee to Do? Charging your committees—that is setting their course of action—is an important board responsibility. Did you notice that we said board responsibility and not management responsibility? This is key. Board members need to determine what you want your committees to accomplish. In the spirit of constructive partnership, we encourage you to ask your CEO and management team for their input. Once you know what you want your committees to accomplish, we suggest you set it down in a committee charter. Include these key sections in the charter document: Prologue: A brief overview of the committee’s key function. Meetings: A statement on how frequently the committee must meet. Members: The required number and qualifications of committee members. This may include restrictions on committee membership. For example, if you opt for an executive compensation committee, you would likely not want a member of the management team to serve on this committee. Committee leadership: Outline any position requirements and responsibilities for the committee chair and/or secretary Role of the CEO: Outline the roles and responsibilities of the CEO vis-à-vis this particular committee. Charge: Detail the roles and responsibilities of the committee, including reporting requirements to the board. The most important thing to know about all of your board committees is this: Unless it’s explicitly stated, your board’s committees do not have decision-making authority; they can only provide recommendations to the full board for their action. Let us repeat that: Unless it’s explicitly stated, your board’s committees do not have decision-making authority; they can only provide recommendations to the board for their action. Finding the Right People to Serve Unless governmentally regulated (such as for supervisory or audit committees), there is no hard-and-fast rule about the number of members a committee should have. Three to five members is often optimal. Committees generally have more credibility if there is some diversity of opinions and experiences. Too many opinions and duplicative effort can result when a committee grows too large. This is particularly the case with credit unions that have fairly small boards. If the committee grows too large, efficiency may be lost. The ideal composition of a committee depends on a variety of factors, such as the committee’s purpose, charter, size, chair and even the experience of its members. It’s best to have at least one board member on a committee. But including non-board members or community members on board committees can be an effective way of reaching out and potentially beginning to build your bench for future board members. Each committee should also have an official non-voting staff liaison appointed to help carry out its efforts. Your board chair and the CEO should also be treated as ex-officio, non-voting members of all board committees unless the substance of the committee’s deliberations would be in conflict with their attendance. (Consider our previous example where a CEO would not attend a meeting of a committee doing an analysis of his or her performance and compensation package.) Other than these basic parameters, be bold. Cast your net widely, and don’t assume that your strategic planning task force should be filled with only strategic thinkers. Remember, there are other aspects to strategic planning that are important, such as developing a realistic budget for those strategic goals. Thus, a financial mind would be a good addition to your strategic task force, too. Our guess is that if you are like most credit union boards, you are probably secretly worrying about your board committees. Shed some needed light on them. Don’t just carry on with the same committee structure that you’ve always had, just because you’ve always had it. Board committees are a significant component of your credit union’s governance structure. And they draw a significant number of staff resources. Be sure that you are using them wisely. Do you have the right committees? Tasked with the right responsibilities? Composed with the right folks and aided by the right staff? Be brave. Ask yourselves these questions—and more questions like them. You’ll be very glad you did. 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