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Should Paid Directors Be Held to a Higher Standard?

More credit union boards are moving to or considering payment for service. This means that boards need to reconsider their standards of engagement and director performance. It will be important for boards making this change to re-calibrate expectations.

By Kevin Smith

Ten to fifteen years ago there were two topics sure to get credit union board members riled up and talkative at credit union conferences and training: term limits and paid directors. But I have to say that these discussions instigate far fewer sparks and consternation than they used to. When I was facilitating board roundtable discussions, I used to love to throw those two hand grenade topics and run to watch the smoke fly. It’s generally not a bad thing when people are passionate about things and care about them enough to get animated in their discussion.

Recently, I’ve been involved with a few discussions about the payment of directors. While the overall idea of it has become less polarizing, what I’m noticing is that, as usual, the devil is in the details, and there are quite a few nuances to the application of this idea that can still heat up the room. Primarily, the issue is whether paid directors should be held to a higher standard.

Some of the circumstances to consider:

How large is the payment? For some it’s a nominal stipend. A couple thousand dollars a year. For others it’s low to mid five figures. For some this difference matters a great deal when talking about raised expectations for the role.

Does paying directors have regulatory implications? Does this affect how lawmakers perceive who credit unions are in the market? Lobbyist for our industry are careful to dance around this one, as one of their primary talking points when hiking the hill is the not-for-profit model run by volunteer directors.

One director told me flat out – “we’ve been doing a lot of work for a lot of years already. We’re just now getting paid for that work. So, no, the expectations should go up. I’m already earning that money.”

Naturally there are those who take the opposite stance. The addition of remuneration to a formerly volunteer position changes the tone of the position dramatically.

What’s the Goal

There are also nuances to how boards come to the decision to pay their director members. (And sometimes there are differences within the same board as to these reasons!) Payment can simply be an acknowledgement of the work. But regularly this discussion is about efforts to recruit candidates (and higher quality ones) for a job that has become far more complex and time consuming. We hear a lot of worries in the industry about how difficult it can be to get new, and younger directors to join the movement as part of the board. Payment is the carrot/incentive to make this worthwhile to candidates.

My View

Over the years, I’ve softened to the idea of paying directors. I know just how much work there is and how important it is to have the right people in those seats. With the right understanding of the membership and evolved strategic thinking skills. A salary or stipend just might help in recruiting. But then I worry that people are attracted to the role for the dollars rather than the mission. At the basic level, the mission and purpose should be what attracts the potential board member. This is what we’ve done for a century now – get people to drink the credit union Kool-Aid and see what people-helping-people can do for the world.

So, they paycheck doesn’t change the job, but it does change the perception of it. Because there is such a long history of volunteer board members in this movement, I do believe that the just the perceptual change of adding pay is significant, to the members, the regulators, the general public, etc. And that change suggests to me that there also needs to be change in the performance of the board. I think that is a reasonable expectation as a sharp contrast to the history of the voluntary position. We hope that increased costs to the credit union come with increased value.

Be Careful What You Wish For

There are other sticky wickets to watch out for in this territory. Plenty of credit union boards count on (i.e. hope) that tenured directors will self-select out of their roles when they are no longer “high performing.” (This tees up that other incendiary topic of term limits.) Of course, this doesn’t happen nearly enough. As Tim Harrington says, “If you think some of your directors are sticking around too long, start paying them and see what happens!” 

Our Vantage Point

Tim and I encourage already boards to raise their standards and performance expectations all the time, whether there’s pay or not. So maybe we’re not the two people to weigh in on whether to do it. But we do believe that it changes perceptions. There is a lot to talk through and consider on the issue. Don’t take it lightly. It can be awfully easy to agree to a new paycheck for work you’re already doing. Do it of the right reasons.

Board Packet Purge

Good governance and strategic vision are influenced by the materials that the board sees and hears. It’s important to periodically take stock of those materials to make sure they are not only  aligned with strategic goals, but that they also useful. Boards are often resistant to the board packet purge, opting to add materials, but never reduce.

By Kevin Smith

How many pages is your board packet? Seriously. Go check. How much does that vary month to month? And how many times have you gotten that packet before a board meeting and let out a bit of a *sigh* as you get ready to review it? Be honest. I remember doing it when I was on a supervisory committee. It can be a daunting task. At least we no longer live in the age of paper board packets that take three days for your staff to photocopy and then send out via FedEx. (Please tell me you don’t have paper packets still! If you do, email me privately. We’re going to chat.)

There are very few credit union jokes, but the one that I know is this: “What is the most terrifying sound to a credit union CEO? Answer: The sound of a board packet being opened at the beginning of a board meeting.” :-) 

In some ways the digital board packet can make things worse, because it is so much easier to add reports, data, detritus and links to spreadsheets in the digital realm. This just adds to the volume. Consider how much time the board spends as individuals reviewing dozens (and dozens) of pages each month. You want this to be valuable time.

Take Stock

It’s time to go through the packet and take stock of what’s in there, determine if/how it connects to the strategic plan, and figure out how to winnow things down to what’s necessary and useful. I’m not suggesting that the goal of this exercise is to get the packet as small as possible. The goal is to make it as useful as possible.

What we often hear when advising boards about this process is that they discover a couple or ten reports that are in the packet every month, and always have been, that no one currently on the board knows why they’re there. Often it was something that a former board member asked for years ago that got added, and there it remains. New board members join and absorb the culture of the board and its packet, and presume this is something that they need to know and understand. They simple accept it as part of the status quo. It might be something that was tied to a strategy approach that is long gone. But there it remains. If the board can purge even a couple of items like this, it is moving towards greater efficiency.

Ties to Strategy

The goal of the packet is to inform the board about how the credit union is moving towards its strategic goals and to provide relevant context. Make sure every item has a direct connection at the appropriate level of detail. This level of detail should also evolve, depending on where you are in the process. For example, a brand-new branching strategy will require more detail at the beginning and you will trim it after some time and progress. Avoid having items that are locked in place once they are added. The packet should evolve, expand and contract regularly. It is not static.

Reigning in the Directors

One approach to the packet is to make sure that any potential new additions come to the full board for consideration and a vote before adding them. Also, get the CEO’s very honest thoughts on any additions. This should be a written policy. The board then must force itself to think about how the new information will serve to inform the strategic governance of the board and avoid individuals who just want to see things.

No Perfect List

Of course, I know that what you’re looking for from TEAM Resources right now is the perfect list of items to put in the packet. And of course, you know, if you’ve heard me before, my answer is “it depends.” There is no perfect list. You need to customize this to your credit union, to your strategic plan and to the culture of your board. That doesn’t mean that you shouldn’t take on this project in the effort towards efficiency.

Dashboards

The visual representation of data is your absolute friend here. It’s so much easier and more efficient to have your information in dashboards that show you trends and targets. My snarky response is that I want to be able to take off my trifocals and be able to tell whether the trends are on target or heading astray. If they’re on target, I don’t ask any more questions.

The Arguments

There are a couple of common arguments about slimming down the board packet. One is that the board has a fiduciary duty to oversee what’s happening in the organization and that involves examining the individual numbers. I agree about the fiduciary duty. But once you learn where the numbers are coming from and that you can trust them, then the dashboard is sufficient and efficient. This also helps keep directors from getting too far into the weeds. (I’d also suggest that the auditors are far better at this kind of work than your average director.)

Another argument is that the board should have access to any and all data in an effort towards transparency, so that the CEO or staff aren’t “hiding” something. This is reasonable and it’s easy to link to the deeper data for an occasional review outside of the norm. This is also often where new directors learn the ropes of the financial. Learn it well enough and quickly enough to know what you can ignore. And consider that it is also possible to “hide” things by burying the board in date.

Not a “One and Done”

Over the years, Tim and I have encouraged this process and have seen some success. Remember, this is about efficiency. Make sure your meeting preparations are worthwhile and not mind-numbing reviews of hundreds of pages. So, if you’ve done the packet purge and found efficiencies, don’t presume that you’re done for a generation. Repeat the process every couple of years. The more often you do it the quicker it will be as well.

Strategic Efficiency is the goal. We cannot afford to waste time.

What Does ChatGPT Know About Credit Union Boards? (And Do You Want to Know?)

I asked ChatGPT what is the biggest failing of credit union boards of directors. It spit out a very interesting (dare I say “thought”-ful?) list. A healthy director and board will consider these potential failings with a hard look in the mirror.

By Kevin Smith

ChatGPT

What does ChatGPT know about credit union boards of directors?

I’m generally not a bleeding-edge adopter of technology. But I’m no Luddite either. My preferred category is fast-follower. So, this whole AI, large language model of machine learning thing has finally gotten my attention. (Given it’s prevalence in the media, it’s no wonder.) And I decided to try it out. What’s this got to do with credit union boards of directors, you say? Well, let’s see.

I decided to find out what ChatGPT had to say about something I felt I knew something about: credit union boards, so that I could evaluate the response. And the prompt that I chose was this:

What is the biggest failing of credit union boards of directors?

And here is ChatGPT’s Response to the prompt:

While credit unions generally operate with a member-centric focus and strive to fulfill their mission of serving their members, they are not exempt from potential challenges and failings. One of the most significant failings that credit union boards of directors might encounter is a lack of diversity and inclusion. Here are some aspects to consider:

  1. Lack of Diversity on the Board: Credit union boards may suffer from homogeneity in terms of demographics, professional backgrounds, and experiences. This lack of diversity can limit the board’s ability to consider different perspectives and adequately represent the diverse needs of their membership.
  2. Insufficient Expertise and Skills: Sometimes, credit union boards might lack specific expertise, such as financial, technology, or marketing knowledge, which are crucial for making informed decisions and staying competitive in the financial industry.
  3. Limited Understanding of Membership Needs: If the board is not adequately connected to the credit union’s membership or lacks insight into their evolving needs, it may lead to misaligned strategies and services that do not effectively address member concerns.
  4. Ineffective Governance and Oversight: Boards that do not have clear governance structures or fail to provide proper oversight might face challenges in ensuring financial stability, managing risks, or maintaining compliance with regulations.
  5. Resistance to Change: In rapidly evolving markets, credit unions must adapt to new technologies and member preferences. If the board is resistant to change or slow to respond to shifts in the financial industry, the credit union’s ability to remain competitive and relevant could be compromised.
  6. Inadequate Succession Planning: A failure to plan for board member succession can lead to a lack of continuity in leadership and a loss of institutional knowledge. Effective succession planning ensures a smooth transition and fosters a long-term vision.
  7. Weak Communication and Engagement: Boards that do not actively engage with their members and fail to communicate transparently may lead to dissatisfaction among members and weaken the credit union’s sense of community.

It’s important to note that not all credit unions will experience these challenges, and many credit union boards effectively address and overcome these potential failings. By promoting diversity, fostering a culture of continuous learning, engaging with members, and maintaining strong governance practices, credit union boards can improve their ability to serve their members and fulfill their mission effectively. Regular assessments, training, and ongoing self-evaluation can also help boards identify areas for improvement and ensure they are meeting the evolving needs of their members.


End of ChatGPT and back to Kevin. 

Keep in Mind

Keep in mind that what ChatGPT does is “scrape” the interweb-tubes for its information, which means that what you see above is information that came from humans at some point.

What do you think? What do I think?

What do you think of this list of “failings?” Does it resonate with you? With your board? With your experience of the credit union movement?

What I think is that people in our industry don’t like to dwell on the negative for fear of being seen as pessimistic. But a lot of what is said above, is also said in hallways outside of conference rooms, or in one-one-one conversations. And I agree with most all of what’s in that list … to one degree or another.

Before You Get Defensive

Now before you start drafting a salty comment or email to me about how your board isn’t like that and isn’t failing, etc., please take a breath. I make a clear caveat quite often: This list of failings that I agree with represents a broad generalization about boards in the credit union movement as a whole. Notice very carefully the final paragraph from the results, starting “It’s important to note that not all credit unions ….” Isn’t that interesting how ChatGPT has its very own caveat about this not being true of every organization? I’m giving it some added style points for that flourish as I wasn’t expecting that.

What Do We Do With This?

Every board would be prudent to review this list and put it on an agenda for discussion. (This would be a great topic to bandy back and forth on your board portal.) Every board should reflect in an honest way about where they stand on all of these issues. It’s very important to acknowledge that it can be very difficult to see your own failings, to have anything but a rosy view of how your board is doing. No one ever says, “Yes, it’s me. I’m resistant to change.” But it is very clear that credit union boards can be prone to this issue. What’s worse, is when there’s one board member with this problem that is holding back the full board but no one will confront them on it.

This requires candor. It requires trust. It requires a full-fledged desire to do what’s best for the credit union. And it’s very worthwhile.

So, thank you to ChatGPT for this interesting exercise. Now … what do you think? As always, we’d like hear your thoughts.

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