ACROSS the BOARD SPRING/SUMMER A PUBLICATION OF OPERA AMERICA FOR OPERA COMPANY TRUSTEES 2018 OPERA AMERICA LEADERSHIP AND OFFICERS From the President and CEO of Timothy O’Leary, Chairman General Director, OPERA America Opera Theatre of Saint Louis This inaugural issue of Across the Board dedicated to providing comes on the heels of OPERA America’s you with insights into the Marc A. Scorca, President/CEO best-attended National Trustee Forum. From successful leadership February 21–23, 2018, a record number of practices and strategies Frayda B. Lindemann, Ph.D., 52 trustees representing 33 Professional of opera company boards Immediate Past Chairman Trustee, The Metropolitan Opera Company Members convened at OPERA throughout the sector. America’s National Opera Center in New York Perryn Leech, Vice Chairman City to discuss a broad array of governance I hope you will benefit Managing Director, topics, including board member recruitment, from the collective Houston Grand Opera committee structure and succession planning, knowledge of the field Susan F. Morris, Vice Chairman as well as other significant issues shaping the and will draw on OPERA America’s resources Trustee, industry today. in leading and supporting your company to The Santa Fe Opera success. The Trustee Forum was established in 2005 Kathryn Smith, Vice Chairman with the core belief that the strength of an General Director, Madison Opera opera company is directly linked to the quality of governance demonstrated by its board Evan J. Hazell, Treasurer members. This new, semiannual newsletter is Marc A. Scorca Trustee, Pacific Opera Victoria Jim Barton, Chairman, National Opera Center Board of Overseers ESTABLISHING A CODE OF ETHICS Trustee, The Glimmerglass Festival Successful boards are fueled by a clear understanding of member roles and responsibilities. Their trustees are unified by a shared commitment to fulfilling those obligations. Yet, many companies struggle to keep guiding principles at the forefront of their boards’ work. NATIONAL TRUSTEE FORUM STEERING COMMITTEE Marc A. Scorca, president and CEO of OPERA America, sat down with Rob Vineberg, trustee and Ruth Orth, Co-Chairman past chair, and Larry Desrochers, general director and CEO, of Manitoba Opera, to learn how one Trustee, Pensacola Opera company found a solution by establishing a code of ethics. Gloria Portela, Co-Chairman Trustee, Houston Grand Opera Marc A. Scorca: At the National Trustee Forum, Finally, we want to ensure that board members you shared some really good procedures that you treat staff and volunteers in a respectful manner, Robert Dean put into place for encouraging respectful conduct as well, and that at the end of their term, board Trustee, The Atlanta Opera at Manitoba Opera. Tell me what you developed. members are willing to conduct an exit interview so we can learn from their experience and build Evan J. Hazell Seven years ago, we Trustee, Pacific Opera Victoria Rob Vineberg: on that. implemented a formal code of ethics policy for our board of trustees. It runs just over two Marc: What led to the development of this code Woody Kuehn pages and articulates the kind of things that of ethics? Trustee, Opera Southwest you would expect of a board member: to It was an experience that my wife and I James A. Merritt fulfill fiduciary obligations; to understand the Rob: had at our condominium. While my wife was Trustee, San Diego Opera company and the founding documents; to be president of the condo corporation, there able to carry out the role; to conduct oneself Billie Jean Smith was a major repair proposal that was under in a professional, courteous and respectful Trustee, Florentine Opera Company consideration. The condominium board voted manner; to always act in good faith; to disclose unanimously in favor of it. But following the any actual or potential conflicts of interest; and vote, two board members started talking The National Trustee Forum to respect confidentiality. behind everyone else’s back to try to derail the Steering Committee is a group of We also ask board members to operate in a proposal at the general meeting. They were leading opera company trustees spirit of “cabinet solidarity.” In other words, called out and the proposal was approved, but invited to provide insight and you can challenge and discuss issues at the in retrospect we didn’t want to see that happen guidance into OPERA America’s board level, but once a decision is made, it is again. So, the condo corporation had its lawyer programming for trustees. expected that all board members will support develop a code of ethics. that decision. The alternative is to resign from From this experience, it seemed to me that we the board if you can’t abide by the direction the needed to be proactive at Manitoba Opera in board has taken. anticipating what challenges the organization might have. I brought the idea of developing Marc: How do you introduce the code there were only six board members and the a code of ethics to the opera board and to new board members? Is it part of the only governing document was the bylaws. everyone thought it was a good one. cultivation or the orientation? So, we spent time over the years to put into place governance practices for the board, Who developed this code? We include the code of ethics Marc: Larry: and this document is one of them. as part of a package we prepare at the It was our governance Larry Desrochers: recruitment stage for prospective board Given the #MeToo movement, I know committee, and the chair at the time was a Marc: members, alongside copies of our annual that many opera company trustees are lawyer (who is now a justice in Manitoba’s reports, bylaws, mission, vision and values looking to adopt a code of ethics for their equivalent of the Supreme Court). He worked statements, standing policies, and our board employees. Do you have an equivalent policy with me and another board member to expectations document. Prior to bringing for staff and visiting artists? develop a draft early in 2011. It was approved a name forward to the board for a vote, by the board in June 2011 and has been in The interesting thing is that our board another board member and I will meet with Larry: place ever since. policy didn’t come out of a situation of crisis. each board prospect to confirm the material While it was a crisis for another organization Yes, it was done internally. No has been read and understood. Rob: (Rob’s condo board), we were proactive consultants, just smart and concerned For someone who is considering joining in taking their negative experience and citizens. And there were, and still are now, Rob: the board, there is a level of confidence to be extrapolating it to our own organization. We good examples of codes of conduct that we derived from an organization that has a good were able to see that this could happen to us could draw on. range of governance policies and supporting and we should have something in place. Was there any opposition to this? Did documents in place. It says to them that there Marc: There was always the intention to develop a any board members feel as if it was becoming is a structure within which they will be working. similar code of ethics for staff, although we prescriptive or that you were somehow So, I consider the code of ethics to be a really never quite got around to doing it. Taking parenting them in their board duties? important part of our recruitment package. a lesson once again from what we’ve seen Rob: No, I don’t think there was any And we take it a step further, too. At the first at other organizations, though, we’ve just pushback at the time. board meeting after new board members are revised and updated our human resources approved, all board members — new and old policy. We’ve included language in that Marc: Have you ever had to invoke the code of ethics with a board member? Have you — are required to sign (and re-sign) the code about the ethical conduct we expect from ever had to hold it up and say, “Excuse me, of ethics, to remind them of the fact that they the people working with the company, either have committed to upholding these values. long-term or short-term. Mr. Smith, but point 3 of our code of ethics says…”? Marc: Larry, I would imagine that although The way I see it, if there ever was a moment you haven’t invoked it, it must give you to be proactive, now is the time. ■ Rob: Not in an explicit fashion. Since we adopted the code, we’ve had two a sense of comfort to know that these experiences, a few years apart, with board principles have been stated up front, and On OPERA America’s website, at members objecting to the approval of that you have a safety net should anything operaamerica.org/AntiHarassment, you can budgets with soft revenue projections. They happen. find a compiled list of tools and resources to help establish policies that foster safe were just so uncomfortable with this that Larry: I guess it gives me a sense of comfort, they chose to submit their resignations. They although I don’t think of it that way. I think and productive work environments for didn’t reference the code explicitly, but their of it as what we are doing to strengthen the board members and staff. You can request behavior was consistent with what it directed. institution and to build the institution for a copy of Manitoba Opera’s code of ethics So, I think it’s had a positive impact.