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- Resources | Quantum Governance
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- Serving Members’ Best Interests Benefits From A Constructive Partnership | Quantum Governance
< Back Serving Members’ Best Interests Benefits From A Constructive Partnership Jennie Boden Aug 24, 2021 When directors, supervisory committee members and executives collaborate effectively, members benefit. I spent the better part of my career working in the nonprofit sector. I like to say that I’ve had every job from executive assistant to executive director. And I loved every minute. When you work for a nonprofit—any kind of nonprofit—you do it because you love it. You know, in the back of your mind somewhere, that you could make more money in the corporate sector, and sometimes kind and well-meaning family and friends even remind you of it. But you stay because you love it, and you feel committed to what you’re doing. I’ve found the same to be true for all the credit union staff that I’ve met, interviewed and worked with since I joined Quantum Governance more than seven years ago. While credit unions aren’t exactly like some of the charitable nonprofits where I worked, they surely are mission-driven, and as you know, it’s all about serving the members. Of course, one of the central roles and responsibilities of a credit union board member is to “carry out his or her duties as a director in good faith, in a manner such director reasonably believes to be in the best interests of the membership.” And we hear this from credit union board members all the time. Ask a credit union board member what his or her job is, and he or she will most often reply “to represent the best interests of the members.” One of my former colleagues used to say that was a board member’s response when he or she wasn’t sure what else to say—when the person wasn’t clear what the job really was. But I’m not quite so cynical. I do think that the roles and responsibilities of board members are changing, especially as credit unions continue to grow and the environment around them is becoming increasingly complex. But almost every board member I’ve ever met (and I’ve met a lot of them) really does seem to care about the credit union and is committed to doing what’s right for their members. The challenge, I believe, in this answer is that often board members believe they have the “corner on the market” in terms of representing the members’ best interests. What Does It Mean to Serve Members’ Best Interests Some years ago, Quantum Governance conducted a governance assessment for a large, multi-billion-dollar credit union. As a part of our assessment, we interviewed all the board members, supervisory committee members and senior managers. There seemed to be a perception among the board members that it was the board’s job to not only act “in the best interests of the membership” but almost to protect the membership from the staff. A member of senior management put it like this: “There’s a lack of trust. It’s not overt, so they [the board] won’t come out and say, ‘I don’t trust what you’re saying.’ There will be an attitude like what you’re saying is somehow colored for whatever reason. Like there’s another angle that we’re playing that benefits us and not the membership. As if we don’t care about the membership, too.” As if they “don’t care about the membership, too.” Of course, they do. A Constructive Partnership Serves Members’ Best Interests At Quantum Governance, we believe in the power of a constructive partnership between all three components of a credit union’s governing entities—the board, the supervisory or audit committee, and the senior managers. A constructive partnership puts a focus on effective collaboration, rather than control or even competition between the board and senior management. It actively fosters a leadership culture of trust that extends beyond even the credit union’s board and senior management to include the members of the supervisory or audit committee so that all three governing bodies are working together—collaboratively—to execute fiduciary oversight, craft strategy, offer mutual support and hold each other accountable—all toward the betterment of the credit union and in its members’ best interests. A constructive partnership recognizes that each of the three governing bodies has its own distinct roles and responsibilities. For example, of course the board and the board alone is responsible for setting the CEO’s salary and benefits, and we would never expect the board to wade into day-to-day operations or members of senior management to oversee the external audit that is put in place as a check and balance on their work. But just because the National Credit Union Administration has explicitly included the notion of protecting the members’ interests in the list of board members’ roles and responsibilities, don’t assume that everyone else either volunteering or working at the credit union isn’t just as committed to that very sacred duty, too—from the members of your supervisory or audit committee to your CEO and other members of senior management to the dedicated staff who manage your call center. Otherwise, especially in today’s economy, they’d likely be working elsewhere. Previous Next
- The Sophisticated Art of Ensuring Your Board Grows Alongside Your Credit Union | Quantum Governance
< Back The Sophisticated Art of Ensuring Your Board Grows Alongside Your Credit Union Gisele Manole Dec 27, 2022 Four areas to focus on. Whenever we interview credit union directors or senior leadership and ask about strategic priorities, we hear them talk about some version of growth—asset growth, membership growth, loan growth, SEG expansion, and the list goes on. We rarely hear about growth as it relates to the board. As credit unions continue to grow operationally, boards just seem to be along for the ride. Some are keeping up, but many are not. Would you hire the same CFO or director of finance for a $5 billion credit union as you would for one with $5 million in assets? Of course not. You know that as your credit union grows operationally, your staff must have the experience and expertise to do their part with excellence. So too, must your board. One of the situations that should prompt an assessment of your credit union’s governance is growth itself. As your credit union’s assets crest $1 billion, $5 billion and especially $10 billion , regulatory requirements change, the complexities of your institution’s financial structures will increase, and your board will be challenged to govern quite differently than it once did when your institution was smaller. CUES member Chris Parker, president/CEO of $1.5 billion Northeast Credit Union commented recently that “for so long we have all focused on working with our boards. We need to shift our foci now to working on our boards—bringing our boards along as our credit unions grow operationally.” This struck a chord with us. Yes! How are you growing as a board to complement the sophistication and expertise of your credit union’s executive team? Beyond the continuing education that so many dedicated board members diligently pursue, what are some of the things you should consider and important questions you and your board need to ask to ensure that your board is growing and keeping pace with your credit union? Four Areas for Board Governance Growth Committees. Has your committee structure evolved to inform the strategic work of the board? Ten years ago, governance committees were a rarity. We are happy to report that whenever we ask a room full of credit union directors how many of them have a governance committee, at least half if not a third of their hands go up. A formal governance committee provides boards with a specialized forum in which to oversee critical issues, including nominations and renewal, monitoring board performance, and ensuring that board policies and procedures are relevant and contemporary. These are all deeply important to ensure the continued achievement of your credit union’s vision and mission. Developing an active and forward-thinking governance and nominations committee is one of the most strategic and forward-thinking moves a credit union can make. Policies. If you are regularly hosting hybrid or even fully virtual meetings, do you have a policy on virtual board meetings? As countless boards talk about the importance of diversifying their boards, how many of them have a formal DEI policy? Governance policy manuals are not evergreen. Look beyond updating what you already have and ensure that your board-level or governance policies support your strategic growth and direction. Board Meeting Agendas. In The State of Credit Union Governance, 2020 , published by CUES and Quantum Governance, directors revealed that they spend only 26% of their time in board meetings on strategic matters. Further, our review of credit union board meeting agendas and minutes suggests that 26% might be an overestimate. Boards must become deliberate in allocating time to strategy regularly, and board chairs and the CEO must collaboratively master the fine art of developing agendas to prompt strategic and even generative discussions. Consider the use of digital technologies, for example, to approve budgets or conduct trainings. Meeting tools such as consent agendas and dashboards can speed the transfer of data and reports. Then, with the time you have left, ask yourself, are our board meeting agendas routinely focused on strategic matters? If not, how do we modernize and change them to keep up with our evolving governing role? Board Composition. Just as a $5 billion credit union wouldn’t hire a CFO that didn’t have an appropriate level of expertise or experience, your credit union board needs directors that have the mix of skills and experience needed to effectively advise your CEO and executive leadership. You can’t know if you have the director talent and expertise your credit union needs unless you develop matrices that illustrate where your directors currently have strong skills as well as areas of needed development. Does your credit union have a plan for retiring directors who are unable or unwilling to contemporize their skills and practices to keep up with the growing needs of your credit union? Don’t suffer gaps on the board because you are urgently filling a board seat, either. Plan carefully and properly for director departures. Thoughtfully onboard new directors with knowledge of what they as unique individuals bring to the table and how their talents and expertise may translate to your credit union’s vision and mission. Previous Next
- Board Engagement Needs A Boost | Quantum Governance
< Back Board Engagement Needs A Boost Michael Daigneault May 27, 2014 Strategies to use in your monthly meetings In a recent set of surveys conducted by my firm, Quantum Governance, L3C , only 42 percent of credit union board members across the United States thought their boards were “effective” or “very effective” in engaging their directors. Sadly, this means more than 50 percent of directors said their boards were only “adequate” or even “less than adequate” at engaging the full board. What is really going on at these credit unions that is not engaging for a critical mass of board members? My team and I actually review hundreds of credit union board agendas and meeting minutes annually. Based on this, I can understand why directors are walking away feeling less than fully engaged. Many agendas are fairly routine, with some opening remarks by the chair, a fairly detailed report by the CEO, followed by financial reports, committee reports and maybe (if you’re lucky) an update on the business or strategic plan. Reports, reports and more reports. The tone tends to be formal. Month to month, many agendas don’t vary much. The focus frequently tends to be on “telling” the board information, providing fiduciary oversight and holding credit union management “accountable.” Sound familiar? In my last Good Governance column , I encouraged you to begin to expand your agendas beyond merely the fiduciary—to engage in strategic dialogue, early and often. But, let’s go further. Let the tone of your board meetings vary to include not only formal informational and oversight elements, but also genuinely engaging, persuasive and influential opportunities at the highest levels. (To be clear, I am not suggesting that the board be invited to provide input at the operational or tactical level.) Author Peter Senge provides a very helpful spectrum of the levels of dialogue in a meeting context: At the lowest level of engagement, he suggests that dialogue focuses on telling – telling the board what has been done or what’s about to be done. At a slightly higher level of engagement he suggests that the focus shifts to selling – or advocating an idea to the board. Higher on the engagement spectrum is the notion of testing – testing out an idea with the board to identify its position. Beyond that, Senge urges that there be opportunities for what he terms consulting – or genuinely asking the board’s opinion, with the idea of improving or modifying an idea. Lastly, and at the very highest level of engagement, he recommends discussions designed to encourage participants to co-create an idea or the key elements of an initiative. Vary your agendas based on future needs and important trends. While there has to be some telling and selling, talk also about some element of your strategy each and every meeting. Make time to engage in authentic dialogue. Focus not only on the necessary elements of oversight – but also make sure questions are asked that invite input from board members at the testing, consulting and—when appropriate—co-creating levels of engagement. This means regularly engaging the board in vision, mission and forward-looking questions that everyone knows will make a real difference as your credit union moves forward. Previous Next
- Board Composition and Renewal Resources | Quantum Governance
Board Succession, Composition & Renewal Resources In Search Of The Strategic Board Discover how credit union boards can become agile strategic partners and lead their institutions to future success. Read More Gender Equity In The Boardroom: We're Not Done Yet Boards still have work to do to support their female directors and wider DEI&B efforts. Read More Know When It’s Time To Go Holding onto your board position may be best for you, but what’s best for your credit union? Read More How Using a Recruiter Can Boost Board Succession Planning Efforts Approaching director searches like executive searches can produce great results. Read More A Continuously Bigger and Better Box Like a nautilus, Hudson Valley Credit Union’s board evolves beautifully into its next stage of governance. Read More Hudson Valley Credit Union’s Call for Board Candidates Refresh As part of its board recruitment renewal project, Hudson Valley CU developed a call for candidates that outlined specific attributes that matched its changing governance needs and values. Read More Key Outcomes And Lessons Learned From A Board Renewal Effort An analysis of Hudson Valley CU’s work to revise key governance processes. Read More Why Directors Are Chess Pieces, Not Checkers Every director should be ‘chair material’—even if they wouldn’t make a good chair. Read More Building Your Associate Board Member Program, From The Philosophy Up The groundwork for success includes commitment from the start. Read More Who's on Your Board Today? Tomorrow? The State of Credit Union Governance, 2018 report finds credit unions are more certain of their current mix of directors than they are about the future composition of their boards. Here’s what this means for board renewal. Read More The Ever-Elusive Millennial Director Tailor your message and medium in recruiting younger board members. Read More
- Who's on Your Board Today? Tomorrow? | Quantum Governance
< Back Who's on Your Board Today? Tomorrow? Michael Daigneault and Jennie Boden Mar 27, 2018 The State of Credit Union Governance, 2018 report finds credit unions are more certain of their current mix of directors than they are about the future composition of their boards. Here’s what this means for board renewal. Data from our new report, The State of CU Governance, 2018 , find that the majority of credit unions feel pretty good about who’s currently on their boards—but are much less sure about the future.Almost three-quarters of survey respondents (74 percent) of respondents report that their boards are “effective” or “very effective” at having the right mix of skills/experience to accomplish [their] governance roles and responsibilities. But remarkably, almost half of all of the survey respondents (46 percent) describe their effectiveness in “attracting the right people to serve on the board” in the future as only “adequate,” or “ineffective” or “very ineffective.” Figure 1: Attracting the Right People to Serve on the Board - Overall Our experience is that your collective worries about attracting the right folks to serve on your credit union’s board are well-founded—and things may get worse before they get better! The number of board members available to serve in the coming years is likely to shrink. Using generational definitions from Pew , the Boomer generation (born 1946–1964) consists of 76 million people and is shrinking. Generation X (born 1965 – 1980) is estimated to be only around 55 million people, causing a significant lack of potential board members for a good number of years until the much larger millennial generation (born after 1980) begins to peak. This means that you and your board colleagues will be competing more and more for fewer and fewer potential board members. In his book, Generations: The Challenge of a Lifetime for Your Nonprofit , Peter C. Brinckerhoff notes that both members of Generation X and millennials typically volunteer for different reasons and in different ways than members of the Boomer generation. Brinckerhoff goes on to say that members of the Boomer generation historically committed to volunteerism in support of institutions, whereas younger generations volunteer in support of people and issues rather than organizations. They often prefer discrete projects rather than large commitments, and they can experience all that volunteerism has to offer without having to be commit to regular “face-time,” all of which goes against traditional board service. So, how do you attract, and then keep, the ever-elusive millennial? Here are a few do’s and don’ts to consider as you work to refresh your board’s membership: DO: Talk about your credit union’s mission. Millennials are often cause- or mission-driven, but ensure that you’re talking to them in language they understand, using today’s technology. Mix your credit union’s business with passion. Ensure that your board meetings are not all business. While addressing the business of the day is important, see that you are also addressing the broader, strategic impact that your credit union is having (see point No. 1, above). Bring them on in multiples. That is, don’t just add one millennial at a time to your board or its committees; add a number of them so that they don’t feel like a token (see point No. 1, below). DON’T: Treat them as tokens. It seems like everyone is talking about adding a millennial to their boards. Ensure you have a meaningful role for them to fill on your board and its committees (see also point #3 above). Under-estimate their abilities & skills. They have a lot to contribute; ensure that you are listening and learning from them. Think of them as “kids.” While for many board members, they may be the same age as your kids, they are not your kids. Treat them with the professional respect that they are due. Previous Next
- Reimagining Your Board Meetings | Quantum Governance
< Back Reimagining Your Board Meetings Jennie Boden Oct 27, 2020 To make your gatherings more effective and engaging, first look at the real reasons boards meet. Credit union leaders everywhere seem to be asking the question, “How do we make our board meetings more effective and more engaging?” To answer that question, I think you have to first look at the real reasons that boards meet. To convey information … sure, but information can be conveyed in an email or a report, too. To make decisions? Yes. That’s easy, and a consent agenda can often do the trick, especially when the decisions are straight-forward and non-controversial. To engage with each other? Yes, to be sure. To build trust among directors and with your CEO. Absolutely. To deliberate and plan for the future. We hope so! And we’re sure that you can identify many more reasons that your board meets… First, it’s important to know that while most credit unions by regulation have to meet 12 times a year, the regulators do not say that every meeting has to be the same . When we share this with our clients, they are often amazed, but it’s true. And knowing this alone should allow you to open your mind to the possibility of change—because we know what you’re doing. You’re likely opening up Microsoft Word, pulling up last month’s agenda, changing the date, changing a few key items and hitting “save.” But no more. You don’t have to be bound by the same old agenda that serves up the same old meeting. You can consider rotating the cadence, length, agenda and, yes, the focus of your board meetings throughout the year. In The State of Credit Union Governance 2020 , Quantum Governance, CUES and the David and Sharon Johnston Centre for Corporate Governance at the University of Toronto found that while respondents say they spend 26% of their time on strategic matters (a percentage we dispute given the number of credit union board agendas and meeting minutes that we review each year!), they think they should be allocating 36% instead. At the same time, credit union directors report spending about 17% of their time on a review of financial results (again, here we think this is largely underestimated!), and they’d like to get this number down to about 14%. But how do you go about shifting the focus of your meetings to better reflect the actual, real reasons that a credit union board meets? Particularly in the face of the great challenge that the pandemic has posed, which has greatly limited, if not completely eliminated, your board’s ability to meet in person at times. In the summer months, when everyone is otherwise focused, consider a brief, one-hour meeting via Zoom during which you can quickly dispense with your fiduciary oversight responsibilities, check on where you are strategically, vote on any important issues coming out of committee (via a consent agenda), and make it to the beach by noon. (You might also consider this during the holidays, when the pressure to get to the beach becomes the pressure to go holiday shopping or at other busy times of the year.) Then, identify those “regular” board meetings that you need to have throughout the year and revise your agendas so that they include more time for strategic discussion and less focus on financial-related matters. Remember, it’s highly likely that your credit union’s professional staff has more skilled financial folks on its team than you will ever have on your board. Your job as a board member is to trust them but verify that what they are saying is correct. Not to do their work. Then consider a few board meetings a year where you meet for a longer period of time to really take a deep dive on a few strategic matters. Maybe hold a three- to four-hour board meeting where you take care of the business first and then spend the rest of the time talking and exploring the future of the credit union or critical questions that are before you. Finally, of course, it’s important for every board and management team to spend considerable time in retreat together each year—a one- or two-day time away from it all where you can plan cooperatively, as constructive partners, for the future of the credit union. All of these count as board meetings. Developing a calendar for your board that incorporates a wide variety of meetings will increase strategic conversations at the board level, ensure that you still keep a critical eye on those important fiduciary matters and, most importantly, keep your board members on their toes and engaged. Previous Next
- Make Your Voice Heard | Quantum Governance
< Back Make Your Voice Heard Jennie Boden Nov 17, 2023 Speaking up can be scary, especially if you’re the only woman in the room, but it’s important to call attention to problematic behavior in the workplace. I recently observed credit union CEO introduce a new, young, female staff member to a predominantly male board of directors. The male board members lined up to welcome her—a new staff member they hardly knew—with a hug. In my follow-up conversation with the board chair and CEO, I was amazed to find that the male board members, as well as those in leadership, didn’t seem to realize there was anything wrong with this interaction and how they were collectively objectifying the new staff member. Though we have undoubtedly made significant improvements in moving towards gender equity, power differentials between men and women—particularly in governance and leadership spaces—are still painfully real. I see this regularly in my interactions with credit union boards and leadership. This spring, I facilitated a session with another board where there was only one female director. This female board member, who also served as the chair of the governance committee, absorbed all the tasks being delegated to her by her fellow board members, all of whom were men. No one else was taking ownership of any of the to-dos coming out of our working session. Again, I talked with the board chair and CEO about my concerns in a follow-up session. These two situations are teaching moments for women in traditionally male-dominated spaces. While the credit union sector has taken steps to diversify its leadership, most board members in our field are still white men. Many of them are older as well and unaccustomed to reflecting on how their actions and habits resonate in spaces with women in leadership roles. Gender bias, or gender-informed behavior, can happen under even the most kind, thoughtful, open, progressive leadership. It can happen with male and female leaders. It can happen even if you have eliminated traditional, gendered power dynamics in your personal relationships. I’ve also worked with male leaders who are willing to reflect on how women are—or are not—set up for success as directors on their board or as members of their staff. In meetings, they’ve reflected on their role as leaders and how they could do better to eliminate power differentials in these spaces. Unfortunately, these conversations often stay just that: conversations. When we face these types of scenarios, it can be difficult to speak up. Sometimes the best way to address the problem is with a follow-up conversation. It’s wonderful when we can speak up in the moment, but we women often lose our voices even when we know something isn’t right and when we know we should say something. We’re afraid of being seen unfavorably by male-dominated leadership, of being passed up for opportunities, of being considered “difficult.” I know these challenges very well, and such fears are not unfounded. As Francesca Gino writes in Harvard Business Review , “Speaking up can also result in negative performance evaluation, undesirable job assignments, or even termination. Most people are aware of these potential costs; as a result, most stay quiet about bias, injustice, and mistreatment.” However, psychologist Catherine Sanderson, writing for Greater Good Magazine , deftly explains why inaction is both contagious and dangerous. She says: “When facing an ambiguous situation, our natural tendency is to look to others to figure out what’s going on. But here’s the problem: If each person is looking to the people around them to act, and no one wants to risk feeling foolish and embarrassed, the problematic comment or behavior may be left unchallenged.” While I know it can be challenging to make your voice heard in these situations, take a moment to find your power. This power can be in yourself—in speaking up—or even in just interrupting the moment by saying “Hmmm,” while you consider what to say next. It can be in allies you have in the room, who can help you hold others accountable. That power can manifest in so many different ways. You can gracefully redirect tasks that are being piled on a female colleague to others in the room who can take them on. You can stand by a junior colleague who has become the target for inappropriate behavior to serve as a buffer and demonstrate solidarity. You can gracefully share that specific behaviors are inappropriate. And, as was mentioned earlier, if action isn’t possible in the moment, small gestures—even after the fact—can go a long way. Changing workplace culture is hard work. But you can be the change you want to see. Find your voice and speak up! Previous Next
- Contact | Quantum Governance
How Can We Help You? General Inquiries A member of our team will reach out within 48 hours. Name Email Phone Message We'll respond to your inquiry within 48 hours. Submit Mailing Address 1001 Connecticut Ave, NW 10th Floor Washington, D.C. 20036 Operating Hours Monday-Friday 9:00 am - 5:00 pm ET For Media & Partnership Inquiries Gisele Manole, Chief Marketing Officer gisele@quantumgovernance.net Call Us 800.446.7453
- Michael Daigneault | Quantum Governance
Michael Daigneault Founder & Lead Consultant Michael is a renowned expert on governance, strategy and ethics and has channeled this more than 35 years of expertise into a uniquely personable, engaging and authentic consulting and presentation style. Michael along with his wife founded Quantum Governance over a decade ago with the mission to improve the effectiveness of board and executive leadership through governance and strategy. Michael is a nationally recognized keynote speaker and published author on governance, strategy and ethics in both the credit union and nonprofit fields. Prior to founding Quantum Governance, Michael was President of the Ethics Resource Center (ERC) – the nation’s oldest, independent ethics center. During his tenure, the ERC launched the ERC Fellows Program; developed ethics centers in the United Arab Emirates, South Africa and Colombia; and spearheaded the rebirth of the National Business Ethics Survey. Michael also served as the Executive Director of the American Inns of Court Foundation, a nonprofit dedicated to enhancing the skills, ethics, civility and professionalism of judges and lawyers. Michael is a three-time graduate of Georgetown University, holding a B.A. from the College in Philosophy, and both a J.D. and a Master’s Degree from the Law Center. He lives in Virginia with his family. Back
- Dr. Alexander Stein | Quantum Governance
Dr. Alexander Stein Founder & Managing Director, Dolus Advisors (a Principal in the Boswell Group) A licensed psychoanalyst, expert in human decision-making and behavior, and Adjunct Consultant with Quantum Governance, Dr. Stein serves as an advisor to CEOs, Senior Management teams and Boards across a broad array of industries on issues involving leadership, culture, governance, ethics, risk and other organizational matters with complex psychological underpinnings. Dr. Stein is also a passionate advocate for ethical and socially responsible technologies. Dr. Stein is widely published and cited in the business press and varied industry publications including Fast Company, INC, Financier Worldwide, Risk & Compliance, the Wall Street Journal, The FraudNet Report, among many others. A former monthly columnist for FORTUNE Small Business Magazine, CNN/Money, and CBS Business News covering the psychology of leadership and entrepreneurship, he currently contributes his expertise to Forbes focusing on the psychology of decision-making and unintended consequences in organizations and society. Learn More Back
- A Case for Reaching Higher | Quantum Governance
< 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
