Basic Governance for Board Members

This lecture covers the topics of what governance means and how governance is everywhere in our lives. The concept of personal responsibility will be discussed in the context of organizations not being “real people” – therefore “real people” must be held accountable for the activities of corporations and societies. The duties of directors will be introduced as a topic.

After Completion: Students will understand why they care about governance and why it is ubiquitous in their lives.

This lecture discusses a framework of ownership and responsibility and the relative risks of carrying on activities in a partnership, corporation or society will be discussed.

After Completion: Students will understand the differences between ownership and responsibility with respect to organizations such as corporations and societies.

This lecture covers the issues of the basic questions that any organization should be able to answer such as; Why does the organization exist? What is the plan? What are the results? The framework of duties, responsibilities and rights is introduced in this lecture.

After Completion: Students will understand the importance of each organization having clear ideas about why they exist and how they are planning to achieve their goals.

The liability risk of being a director is discussed in this lecture. Questions are asked about how the organization is able to avoid.

After Completion: Students will appreciate the risks of personal liability due to their board membership. Discussions

This lecture covers the topic of the “reasonable person.” The question to be answered is what a reasonable person would do in any situation. The concepts of due diligence and directors insurance are discussed.

After Completion: Students will understand what due diligence means and what has to happen to show that the duty of care has been satisfied.

Directors are required to understand their organizations. What does that mean?

Governance documents such as the law under which the organization is incorporated, bylaws, codes and policy manuals are discussed and their importance explained.

After Completion: Students will be able to list the governance documents in their organization in order of their importance.

What skills do you bring to the organization? Do you hold a designation in an area of expertise? Every director has skills and must bring them to the board room table.

After Completion: What skills do you bring to the organization? Do you hold a designation in an area of expertise? Every director has skills and must bring them to the board room table.

Failure to understand the financial status of an organization is the most common reason for boards getting in trouble.

After Completion: Students will understand how important it is for bard members to understand how to read financial statements and budgets.

Directors have an obligation to make sure the organization is being well managed. The directors delegate to management the day-to-day operations of the organization. There is a balance to be found between providing the strategic direction of the organization and achieving these goals.In addition to making sure that the organization is well managed directors make a commitment to the staff.

After Completion: Students will understand how important it is that a balance be struck between the board and the management team to achieve the goals of the organization.

Directors are the only people who can vote at the organizations meetings. This is an important right and one that is not to be taken lightly.

After Completion: Students will understand the rights of the directors to vote, to borrow and to invest and to be given notice of all meetings.

This lecture is about how an individual can stay out of trouble as a director. Strategies include attending meetings, understanding the role of the board and of management, understanding the organizations governance structure and financial matters.

After Completion: At the end of this lecture students will know how to stay out of trouble as a board member. The strategies include not missing meeting, understanding financial matters and using all skills.