Principles of Governance for an Exceptional Board*
The Board is the guardian of the Portland Symphony Orchestra’s mission. It is the Board’s responsibility to ensure that the mission is relevant and vital to the community it serves, and to monitor the success of the PSO in fulfilling its mission.
The following principles of governance for an exceptional board are set forth to provide a common perspective on the Board’s responsibilities. The Board, the Executive Director and the Music Director work in partnership in fulfilling these principles.
The difference between responsible and exceptional boards lies in thoughtfulness and intentionality, action and engagement, knowledge and communication. These principles a description of an empowered board that is a strategic asset to be leveraged. They provide Trustees with a vision of what is possible and a way to add lasting value to the organization they lead.
Mission Driven 1
The Board shapes and upholds the mission, articulates a compelling vision, and ensures the congruence between core values and strategic goals. It establishes policies and plans consistent with this organizational statement.
Constructive Partnership 2
The Board governs in partnership with the Executive Director and Music Director, recognizing that the effectiveness of the Board and the Directors are interdependent. They build this partnership through trust, candor, respect, honest communication. The board selects, evaluates and sets appropriate compensation for its top executives.
Results-Oriented 3
The Board is results-oriented and recognizes that its primary work and focus are long-range and strategic. It measures the organization’s progress towards mission and evaluates the performance of major programs and services. It gauges efficiency, effectiveness, and impact, while simultaneously assessing the quality of service delivery, integrating benchmarks against peers, and calculating return on investment.
Strategic Thinking 4
The Board continuously engages in strategic thinking to hone the PSO’s direction by aligning agendas and goals with strategic priorities. The strategic priorities are the basis for annual assessment of the top executives, of the Board and self-evaluation by Trustees; for driving board meeting agendas; and for shaping board recruitment.
Culture of Inquiry 5
The Board institutionalizes a culture of inquiry, mutual respect, and constructive debate that leads to sound and shared decision making. They seek more information, question assumptions, and challenge conclusions so that they may advocate for solutions based on analysis.
Ethos of Transparency 6
As leader of the PSO’s community, the Board engages proactively with the Executive Director and Music Director and with the PSO’s musicians to cultivate and maintain good relations with the PSO’s constituents as well as the broader community, and exhibits best practices relevant to equity and justice. It maintains an ethos of transparency by ensuring that donors, stakeholders, and interested members of the public have access to appropriate and accurate information regarding finances, operations, and results. They also extend transparency internally, ensuring that every Board member has equal access to relevant materials when making decisions. It communicates its decisions widely, while keeping its deliberations confidential.
Compliance 7
The Board assures that the PSO and the Board operate in compliance with applicable laws and regulations, minimizing exposure to legal action. The Board annually updates its conflict-of-interest policy, which is reviewed with, and signed by, individual Trustees.
Accountability and Sustaining Resources 8
The Board accepts accountability for both the financial stability and the financial future of the institution, and promotes strong ethical values and disciplined compliance by establishing appropriate mechanisms for active oversight. It engages in strategic financial planning, assuming primary responsibility for the preservation of capital assets and endowments, overseeing operating budgets, and participating actively in fund raising.
Intentional Board Practices 9
The Board reviews and maintains appropriate By-Laws that conform to legal requirements, including duties of loyalty, obedience and care.
Continuous Learning 10
The Board embraces the qualities of a continuous learning organization, evaluating its performance and assessing the value it adds to the organization. It is committed to a program of professional development that includes annual orientation for new Trustees, continuing Trustee education and evaluation, and board leadership succession planning.
Revitalization 11
The Board energizes itself through planned turnover, thoughtful recruitment, and inclusiveness. It revitalizes itself through diversity of experience and through continuous recruitment to assure that the Board’s composition reflects the strategic expertise, resources and perspectives (past, present, future) needed to achieve the mission and strategic objectives of the PSO.
*(Adapted from BoardSource, Twelve Principles of Governance That Power Exceptional Boards)