Should Ceos Be on the Board?
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How Boards Drive Value in Family-Owned Businesses
A Enduring Across Generations—How Boards Drive Value in Family-Owned Businesses ENDURING ACROSS GENERATIONS How Boards Drive Value in Family-Owned Businesses © 2015 | WomenCorporateDirectors. All materials, logos, etc., unless otherwise stated, are the property of WomenCorporateDirectors, Ltd. Copyright and other intellectual property laws protect these materials. Reproduction or retransmission of the materials, in whole or in part, in any manner, without the prior written consent of the copyright holder, is a violation of copyright law. Contact information for requests for permission to reproduce or distribute materials: [email protected]. © 2015 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. NDPPS 310255 TABLE OF CONTENTS Introduction 1 Chapter 1 – The Benefits of Governance 2 Chapter 2 – The Three Enablers: Clarity, Culture, Communication 3 Chapter 3 – Building a Strong Board 8 Chapter 4 – Keys to an Effective Family Business Board 13 Chapter 5 – Cultivating and Motivating Talent 19 Conclusion 23 WCD Thought Leadership Council 25 2015 WCD Thought Leadership Commissioners 26 Unless otherwise designated, all persons quoted in this report are WCD Thought Leadership Council Members or Commissioners. A full list of Council Members and Commissioners appears on pages 25 – 28. © 2015 | WomenCorporateDirectors. All materials, logos, etc., unless otherwise stated, are the property of WomenCorporateDirectors, Ltd. Copyright and other intellectual property laws protect these materials. Reproduction or retransmission of the materials, in whole or in part, in any manner, without the prior written consent of the copyright holder, is a violation of copyright law. -
Executive Director
JOB TITLE: EXECUTIVE DIRECTOR CLASSIFICATION: EXEMPT STATUS: FULL-TIME DEPARTMENT: EXECUTIVE REPORTS TO: BOARD OF DIRECTORS Current as of: POSITION SUMMARY The Executive Director serves as the Chief Staff Executive of the Association and the Corporate Secretary to the Board of Directors and the Association. In these capacities, the Executive Director recommends and participates in the development of plans and programs and in formulating policy; conceptualizes the Association’s entry into new areas of endeavor and prepares working documents for the use of the Board of Directors; implements the mission, goals and policies; provides support and direction to the Board of Directors, the Section & Division Chairs and the Circuit Vice Presidents; oversees Chapter relations, support and outreach; and supervises the Association’s day to day operations. The Executive Director also serves in the role of a chief operating officer and the chief financial officer of the Association and the principal contact with the Association’s General Counsel and Government Relations Counsel. Additionally, the Executive Director organizes, directs, coordinates and has full authority over the administration of the National Office of the Association, including staff organization and delegation of individual responsibilities. MAJOR DUTIES AND RESPONSIBILITIES MEMBERSHIP The Executive Director is responsible for ensuring that the Association serves the needs and interests of the Federal Bar Association membership pursuant to the FBA Mission Statement, Vision, and the Association’s Constitution and Bylaws and as directed by the Board of Directors, which is the primary policy-setting body of the Association. The Executive Director ensures that the programs, activities, and services of the Association directly benefit the members and their professional well-being. -
Official Job Description: Director, Business Services
Ohlone Community College District January 2013 DIRECTOR, BUSINESS SERVICES DEFINITION: Under administrative direction and reporting to the Vice President of Administrative Services, to plan, organize and supervise the operations and staff of the college's business office including accounting, budgeting, finance, and payroll; to manage and perform responsible professional accounting tasks including maintenance of the general ledger, preparation of financial reports and records, reconciliation of a variety of accounts, and cash flow analysis; to direct the development, preparation and monitoring of the college's budgets; and to perform related duties as assigned. DISTINGUISHING CHARACTERISTICS: This is a single position management classification accountable for the college's accounting, budgeting, finance and payroll functions, and supervising or personally performing a variety of responsible professional accounting work. The position maintains sufficient independence from other offices to insure integrity of financial responsibilities. ESSENTIAL DUTIES: The following duties are typical of those performed by employees in this job title. However, employee may be directed to perform other related duties. · Develops and implements departmental goals and policies, staffing levels, and administers policies and procedures in accordance with Board regulations; · Plans, organizes, schedules, supervises/directs and evaluates the work of all classified business team members in accounting, budgeting, payroll and finance; · Monitors all district budgets -
JOB DESCRIPTION Executive Director (Talent Management)
JOB DESCRIPTION Executive Director (Talent Management) DIVISION: Human Resources GRADE: 140 DEPARTMENT: Talent Management WORK DAYS: Annual REPORTS TO: Chief Human Resource Officer FLSA STATUS: Exempt POSITION SUMMARY • The Executive Director (Talent Management), under the leadership of the Deputy Chief Human Resources Officer, leaDs anD oversees the HR Talent Management Organization. • This position partners with senior HR leadership to aid in the development and implementation of District wiDe HR strategies. • Oversees the work and outcomes of Talent Management Team. MINIMUM REQUIREMENTS EDUCATION: • Bachelor’s required. • Master’s preferred. CERTIFICATION/LICENSE: • PHR, SPHR, School Leadership preferred. WORK EXPERIENCE: 5 years of experience in HR leadership, public sector leadership, or school leadership. Experience in a K-12 Environment preferred. Experience working in an Urban School District preferred. KNOWLEDGE, SKILLS & ABILITIES Excellent written, oral, and interpersonal communication; listening. Ability to coach anD Develop others. Deep Knowledge of HR best practices. ESSENTIAL DUTIES • Participates in setting HR strategy, maintaining and communicating HR governance, and measuring and communicating success measures. • Manages the HR Talent Management Organization, activities anD staff, providing leaDership in the attraction, development, coaching, and rewarding of HR Talent Staff. • Works directly with the CHRO, HR Leadership team and other departments in annual workforce planning activities to ensure effective and timely staffing and alignment to the district’s budget. • Develops, manages, and monitors the recruitment, hiring, onboarding, offboarding, certification management, position management, and substitute services strategic plans for the district. • Identifies key leadership talent gaps and talent strategies to close the gaps. • Actively leads and provides subject matter expertise for large scale change initiatives and/or special projects that involve Talent Management. -
Leading a Nonprofit Organization: Tips and Tools for Executive Directors and Team Leaders TABLE of CONTENTS
STRENGTHENING NONPROFITS: A Capacity Builder’s Resource Library Leading a Nonprofit Organization: Tips and Tools for Executive Directors and Team Leaders TABLE OF CONTENTS INTRODUCTION ........................................................................................................................................ 3 OVERVIEW ................................................................................................................................................. 4 OPERATIONAL RESPONSIBILITIES OF THE EXECUTIVE DIRECTOR ....................................................... 4 Becoming an Executive Director .............................................................................................................................................. 4 Designing, Developing, and Implementing Strategic Plans .......................................................................................... 5 Hiring, Managing, and Retaining Staff ................................................................................................................................... 6 Working with a Board of Directors .......................................................................................................................................... 8 Financial Management and Fundraising .............................................................................................................................. 9 LEADING TEAMS .................................................................................................................................... -
Basic Responsibilities of the Co-Op Board of Directors
OVERVIEW BASIC RESPONSIBILITIES OF THE CO-OP BOARD OF DIRECTORS At start-up co-ops develop documents that spell out how the organization will operate. The corporate code often sets legal parameters for the co-op. The Articles of Incorporation contain the purpose of the co-op and its legal definitions. This document is filed with the Secretary of State. The Bylaws include the over-arching rules of the co- ops such as when where and how decisions will be made. The Board of Directors is the legal entity responsible for directing the affairs of the corporation. Every corporation MUST have a board. If a co-op operates as a collective then technically all members are on the Board. The Board must follow the rules set out in the Corporate Code, the Articles of Incorporation, and the Bylaws. Bylaw changes usually require a full membership vote to change. The members of the cooperative elect the Board.1 Three legal charges for Boards are fiduciary duty, duty of loyalty and duty of care. As trustees of the cooperative, board members have a special relationship to the cooperative to make business decisions focused only on what benefits the cooperative and all of its members. Decisions must be based on careful consideration of the issues. The fundamental legal standard for board members is to act in good faith, in a manner they believe to be in the best interests of the cooperative, and with such care, including reasonable inquiry, as an ordinary prudent person in a like position would use under similar circumstances. -
Executive Director – Talent Development
GUILFORD COUNTY SCHOOLS JOB DESCRIPTION JOB TITLE: EXECUTIVE DIRECTOR – TALENT DEVELOPMENT GENERAL STATEMENT OF JOB Under limited supervision, performs leadership and responsible development work to carry out school system mission and goals related to a wide variety of human resources development programs and activities. Work involves developing and/or coordinating Mission Possible, Cumulative Effect, Lateral Entry Training and Development, Value Added Data, School Executive Evaluations and Administrative Cohorts. Work further involves providing oversight for these functions and ensuring that various HR reports and data requests (quarterly TIF grant evaluation reports, annual TIF progress report, annual CECR report, performance incentive reports, etc.) are completed as mandated by the BOE, the Superintendent, and/or state and federal agencies. Position supervised and provides guidance and direction for a staff consisting of a Data Manager and two Lateral Entry Specialists engaged in the daily operational duties of the department. Reports to the Chief Human Resources Officer. SPECIFIC DUTIES AND RESPONSIBILITIES ESSENTIAL JOB FUNCTIONS Provides leadership and guidance for Human Resources Talent Development programs and initiatives including but not limited to Mission Possible, Cumulative Effect, Lateral Entry, GCS ACT, Administrative Cohorts, School Executive Evaluations and Value Added Data. Coordinates with the Finance Department the budgeting process for timely and accurate implementation of approved budgetary directives; responds to requests for information and/or assistance from the BOE, the Superintendent, site based administrators and other school system personnel. Coordinates with the Human Resources Operations Department and Payroll department to determine salary incentives of employees and the payment of these and performance incentives in line with federal grant regulations. -
The Circle of Responsibilities for Co-Op Boards
The Circle of Responsibilities for Co-op Boards REPRINT Management Tip Series By James Baarda Foreword All boards of directors are under increasing pressure to perform well and justify their decisions. Cooperative boards are no exception. But increasing scrutiny of director behavior is not always accompanied by better information about exactly what directors are supposed to do and how they are to perform their many duties. The series of articles reprinted here originally appeared during 2002 as Management Tip articles in three issues of USDA’s "Rural Cooperatives" magazine. These articles lay out fundamental guidelines for cooperative directors. Along with practical guides, the articles explain underlying principles and give suggestions for specific actions cooperative boards and directors can take to improve their service to cooperatives. Cooperative members can use this well-received series to assess board and individual director performance and make informed choices about directors. Directors can apply the information to carry out the full range of their responsibilities with the assurance that they are satisfying the high standards of conduct required of them. The U.S. Department of Agriculture (USDA) prohibits discrimination in all its programs and activities on the basis of race, color, national origin, gender, religion, age, disability, political beliefs, sexual orientation, and marital or family status. (Not all prohibited bases apply to all programs.) Persons with disabilities who require alternative means for communication of program information (braille, large print, audiotape, etc.) should contact USDA’s TARGET Center at (202) 720-2600 (voice and TDD). To file a complaint of discrimination, write USDA, Director, Office of Civil Rights, Room 326-W, Whitten Building, 14th and Independence Avenue, SW, Washington, D.C. -
Corporate Governance of Company Groups: International and Latin American Experience
Corporate Governance of Company Groups: International and Latin American Experience Preliminary version for comment. Hosted by : Please send written comments to [email protected] by 5 December, 2014 Latin American Roundtable Task Force on Corporate Governance of Company Groups 17 November, 2014 Hotel Hilton Bogotá, CARRERA 7 NO. 72-41, BOGOTA, 00000, COLOMBIA http://www.oecd.org/daf/ca/latinamericanroundtableoncorporategovernance.htm With funding support of: TABLE OF CONTENTS International and Latin American Overview ............................................................................. 3 1. Introduction............................................................................................................................ 3 2. Economic Rationale for Corporate Groups and the Role of Corporate Governance ............. 4 3. International Work on Corporate Governance of Groups ...................................................... 8 4. Economic Relevance of Company Groups in LatAm .......................................................... 12 5. What is an Economic Group in LatAm? .............................................................................. 12 6. Structure of the Regulatory and Supervisory Framework ................................................... 13 7. Protection of Minority Shareholder Rights .......................................................................... 14 8. Economic Groups and Conflicts of Interest ......................................................................... 15 9. Multinational -
Timken.Com: Board of Directors General Policies and Procedures
2019 EXHIBIT A THE TIMKEN COMPANY BOARD OF DIRECTORS GENERAL POLICIES AND PROCEDURES The primary duty of the Board of Directors (the “Board”) is to promote the best interests of the Company through overseeing the management of the Company’s business and affairs. In doing so, the directors must consider the interests of the Company’s shareholders. These guidelines have been adopted to facilitate execution of this responsibility and will be reviewed annually by the Nominating and Corporate Governance Committee of the Board. Director Responsibilities In discharging their obligations, directors are entitled to rely on the honesty and integrity of the Company’s senior executives and its outside advisors and auditors. Board members are expected to review meeting materials in advance, to attend and participate in all Board meetings and meetings of Board committees on which they serve and to devote the time necessary to discharge their responsibilities appropriately. Directors are required to abide by the Company’s Standards of Business Ethics Policy. The Nominating and Corporate Governance Committee will oversee an annual self-evaluation of the Board to determine whether it and its committees are functioning effectively. Director Selection Selection of Nominees. The Nominating and Corporate Governance Committee is responsible for recommending candidates for Board membership to the Board. General criteria for nomination of director candidates include, but are not limited to, the highest standards of integrity and ethical behavior, the ability to provide wise and informed guidance to management, a willingness to pursue thoughtful, objective inquiry on important issues before the Company, and a range of experience and knowledge commensurate with the Company’s needs as well as the expectations of knowledgeable investors. -
Director Education Catalog DID YOU KNOW? I Have Learned So Much Through the NRECA Courses of the 7,200* Directors Nationwide: That I Have Taken
cooperative.com/learning • cooperative.com/learning Published February 2021 Director Education Catalog Chart Your Course for Professional Development! NRECA Director NRECA Director Education Highlights Education provides you with the Director Competencies full spectrum of NRECA has developed a set of competencies that address education you need the knowledge, skills and abilities necessary for any member of the board to govern their co-op effectively. to govern your See page 7 or visit cooperative.com/dircompetencies co-op successfully— for more information. from the first day in your position, to the Director Community Looking for a place to connect with director peers from time you leave the co-ops across the country? The cooperative.com based board. No matter online Directors Community is just the place. Follow these five easy steps to join: your tenure, NRECA 1. Log on to cooperative.com offers education 2. Click on MENU in the upper left. that is relevant 3. Click on "People and Networking." 4. Click on "Professional Communities." to your role. 5. Select “Directors Community” – request to join Online Learning NRECA's online learning portfolio covers a wide range of topics, employs a variety of interactive learning techniques and are available in a variety of formats. Visit cooperative.com/online for more information. Why Choose Us? We Know Co-ops. Contents NRECA offers a wide range of co-op specific education programs you need to effectively lead your co-op. 2-3 Director Certificate Programs Overview • Our programs feature co-op specific case studies, examples and discussions. 4-5 My Education Action Plan • Our instructors are not only experts in their fields, but average more than 20 years of co-op experience. -
Hands on Board: the Board of Volunteers in an All-Volunteer
All Hands on Board The Board of Directors in an All-Volunteer Organization By Jan Masaoka BOARDSOURCE E-BOOK SERIES BOARDSOURCE E-BOOK SERIES Volunteerism is an enormous economic force, yet it is never mentioned in business school or in economics departments. — Charles Hoadley, former Chief Economist, Bank of America WHAT IS AN “ALL-VOLUNTEER ORGANIZATION”? If you are reading this handbook, you are part of a huge economic force — that of the all-volunteer organization (AVO). Among other tasks, members of AVOs clean up beaches, care for the dying, coach basketball teams, advocate for gun control, rescue abused animals, raise their voices in song, publish literary journals, raise scholarship funds, preserve local history, serve as volunteer fire departments, exchange heirloom seeds, host visitors from foreign countries, help people conquer alcoholism, change public perception about the disabled, and help adoptees and birth parents find each other. They make our communities, however defined, work better. That these and countless other services are provided by volunteers and not by paid staff of a nonprofit, business, or government agency would come as a surprise to many. In fact, those of us in all-volunteer organizations often don’t even think of ourselves as the important economic and social force that we are. A WORD ON TERMINOLOGY When we use the term “all-volunteer organization (AVO),” we mean a nonprofit organi- zation in which volunteers manage the organization and do most or all of the work. Some soccer leagues pay referees for Saturday games, some historic preservation societies pay gardeners, and some PTAs pay after-school art teachers.