Friday 14 October 2016

The Board and The Chief Executive Officer - A Critical Relationship

Congratulations to those who have finally focused on the importance of separation of governance from management/operational roles.  I for one am looking forward to the formalised role of a Chief Executive Officer (CEO), with responsibility for management of the corporate and financial management of the 'Company'.  This is of course a role well separate from the responsibilities of the Board. 
We should all be justified after this extended period of waiting for compliant constitutions, in anticipating the Board undertake governance and only governance while the CEO will undertake Operations.    This may require some cultural re-education.   It seems unclear as to whether those who have previously sat in the Governance space (Committee of Management at previous Yeshivah organisations) have conducted or engaged in too much of the operationals - or not known when it was time that they were responsible to step in and correct the grave problems that had not been addressed by those employees in the operational space. 
So what should community members be looking for at this point in the juncture of the Yeshivah timelines?  How should the Interim Board be interacting with the CEO at this time?
Once again, the Constitution is a place to begin.  In the DEFINITIONS Section, the Corporate CEO is referred to as the person 'appointed by the board of YCL as the Chief Executive Officer of the Company and CIVL on a fixed term contract with responsibility for the corporate and financial management of the Company and CIVL.'
One of the key responsibilities of the Board is oversight of the CEO, whose job it is to run operations, to see that the company as an organisation is sustainable, fulfils the strategic plan as ratified by the Directors, works to sound values and functions productively.
In any document outlining the role of the Board, you are going to find reference to the Chief/ Executive Officer.  The CEO reports on a regular basis to the Board.  The CEO is the first point of management whether for daily events or crisis, so it's important that the Board are able to support the CEO in his/her activities.  That's why so many role documents about the Board will specify that one of their primary, if not THE primary role of the Board is to 'hire, monitor and/or fire' the Chief Executive Officer. 
Which is what the community should look to their First Term Board to do, the first Board which will, according to the constitution, include at least 50% of Directors elected by the parent body.  
There are a number of dilemmas for the Interim Board to undertake the task of setting up a procedure and possibly going forward to short-list, if not to hire a CEO.  
The most obvious is they they will serve the briefest period of three months before handing over to what is clearly identified in the Constitution as the 'First Term' Board, recognising that the role of the Interim Board is just that, interim, temporary, transitional.   So the new Board, the First Term Board should not be placed in the position of having to deal with a CEO they may not have selected themselves; unfair to the Board, the organisation, or to be entirely honest, the employee as well.
Even to begin the procedure of recruitment is not without it's perils for the Interim Board.  Establishing a Role and Responsibility document that spells out what THEY are looking for should really be for the First Term Board, not an Interim Board, to lay out.  The First Term Board are the people who are responsible for the relationship with the incoming CEO and need to have both authority, control and reliance on their hiring process to be able to move forward with satisfactory understandings from the beginning, for the best work relationships.  

More to the point, the YBR Constitution specifies that the CEO will be hired by the Board of YCL.  So while only the Board of YCL will hire the CEO, at least due to its elected structure there will be input from each of the Yeshivah entities.  
One has to presume to provide this crucial input that a recruitment sub-committee of YCL will include nominated members of each of YBR and CVL.   It's a circuitous business.
What we do know, is that YCL has yet to be registered, has yet to come into existence as an organisation and as such, has no Board.   As the YBR Constitutions tells us (above) that the CEO must be...'appointed by the board of YCL' right now, I would hazard as to how anyone has any authority to be speaking for the YCL Board, much less making appointments.

As such, it is lucky that Yeshivah has a General Manager who can continue to undertake these comparable responsibilities till a number of the elected Boards are in place.

...marcia pinskier




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1 comment:

  1. So, if I understand correctly, what you're saying is: if you're silly enough to stand for a Board of an organization that's about to get its ass handed to it by a Royal Commission and where you would sit on the Board alongside those representing the Trustees interests, you'll probably not be able to choose your CEO because the Trustees will have appointed one for you. And that's assuming your candidacy is even accepted by whoever is responsible for vetting you, presumably an appointee of the Trustees who themselves haven't bothered to stand for election. Sounds like its better to stay well clear of this already tainted process.

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