18 September 2006

...With a Little Help from Their Friends

In my inaugural post here I mentioned that occasionally I would speak to the issue of Columbia Association Governance. As with all boards (both for profit and non profit), the rules under which the board conducts itself must be periodically reviewed and updated. The Columbia Association looked at its governance process in 2000 and in a more limited scope in 2004.

Since then, the Columbia Association Board of Directors has reorganized into a small group of committees and meets only once a month as the full Board of Directors.

It is clearly too early to tell if this will bring about greater efficiency, more public input, or greater accountability to the lien holders of Columbia; however, my initial impression is that it may have some merit.
Back in June of this year, I proposed to the Columbia Association Board of Directors that they allow for a yearly peer review of board operations. I did not think of this on my own. I was googling the word “Citizenship” (and that is the subject for a whole other post) and about the seventh result on the first page was the General Electric Company governance website. Being curious, I clicked on the link and started to read the governance procedures of one of the largest corporations on the Earth. Most of their stuff is boilerplate responsibility of stockholders and such, and then I came across item number 9, which states:
9. Self-Evaluation
 As described more fully in the key practices of the nominating and corporate governance committee, the board and each of the committees will perform an annual self-evaluation. Each November, each director will provide to an independent governance expert his or her assessment of the effectiveness of the board and its committees, as well as director performance and board dynamics. The individual assessments will be organized and summarized by this independent governance expert for discussion with the board and the committees in December.

It seemed to me that this would be an effective tool for the Columbia Association Board of Directors to incorporate into their own governance structure. Granted, there are few similarities between GE and CA, so some adjustments must be made. Rather than a “governance expert,” I would suggest that the CA Board members would submit their assessment of board effectiveness, dynamics, and director (and executive staff) performance to a convened panel of the Columbia Village Board Chairs. These folks are leaders within their own Villages and have a good understanding of board governance issues.

The committee of Village Board Chairs could then interview each CA Board member and submit a report detailing the results. The focus of the report would be, in effect, to hold a mirror up to the CA Board of Directors. Of course, after the report is submitted to the board, it should be made public to allow the residents of Columbia a chance to see how the board is doing.
I would also assume the report would make recommendations based on their interviews and would also perform some tracking of past reports to identify best practices and chronic problems. The end result would be a board that had better information about how it is doing, and could continually improve.

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