Last month I spoke at the CUES Executive Summit in ColoradoSprings. This conference was attended by some of the most dedicatedand intelligent directors and senior leaders we have met in thecredit union world. I'd like to share with you some of thevaluable content delivered, as well as some of the importantquestions that people were asking.

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Revisit the Mission ofYour Credit Union

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All future decisions within your credit union should start withyour mission. What is the purpose of your credit union? Why are youon the board? What are your beliefs? This exercise in thinking isnot just about words. The mission of your credit union will affectall future decisions, including your strategies for the future,your talent decisions and the people you recruit to your board. Weneed to recruit the best brains in both our management teams andboards who will stimulate important conversations and ask the rightquestions.

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What Does it Mean to bea Good Board Member?

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Asking the right questions, being engaged, listening to members,ensuring that the right data is being collected and assessed,preparing for meetings, approving policies and ensuring that youractions reflect the mission statement of your credit union are allimportant. Are you getting the right quarterly data and does yourboard have a dashboard that can track progress on all key strategicdrivers?

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Are you heads up on current trends in governance and regulation,such as the “Whistleblower” regulation in Dodd-Frank and whatimplications will eventually trickle down to credit unions? Creditunions are not immune to national policies that are focused onbanks for today. These new regulations may be coming to yourneighborhood in the near future. Most importantly, are youexecuting independent business judgment?

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What are the Jobs ofthe Credit Union Director?

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Most directors can answer this question with the followingresponse: plan, direct, control the credit union, protect themember and oversee management. However, our point of view is alittle more focused on the two main roles of directors of publiclytraded companies: Validate Strategy and Validate SuccessionPlanning. These two weighty jobs require both courage andengagement.

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ValidateStrategy

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There are no 10-year plans anymore. Providing oversight forcontinuous two-year planning cycles is the job of the board.Understanding member satisfaction and monitoring financial metricsis the oversight that is needed to ensure the safety and soundnessof your credit union.

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Validate SuccessionPlanning

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Contingency planning is a must. Taking an inward look at yourcredit union and board's succession plan can be challenging, butessential to your job as a director. These are healthyconversations that require courage and delicacy. Do you have peoplewho represent the voice of your members on your board? Do you havedirectors who understand technology? When evaluating candidates, doyou establish board criteria based upon where your credit unionwill be in five years and what skills will be required then?

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Succession planning also includes a review of committeecharters, and setting criteria for service as well as training forboard members. One meeting per month may not be enough anymore tofulfill the fiduciary duties of serving as a board member. Wepredict that as board service for public companies has become moretime consuming, so will serving as a credit union board member –despite your volunteer status. Setting criteria for attendance, sothat people show up regularly and are engaged, will ensure the bestpossible minds being brought to the boardroom.

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Duty of LoyaltyAssessment

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Duty of loyalty involves asking the right questions. If need be,you can bring in independent consultants to assist in this process.Do you review your ethics policies on an annual basis? Are youproviding special loans to children of board members? Are therethings you see that don't feel right? Reviewing your Ethics Policyannually can wash out these issues. Dealing with these oftensensitive decisions, can prevent future NCUA actions.

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Board Assessments andOn Boarding Process for New Directors

Board assessments do not have to be punitive or personal. When you ask questions like, do you receive your boardmaterials in a timely fashion, how are your conversations at theboard level – they do not single out individuals. They provide animportant context for improvement in board processes andeffectiveness. Qualitative comments may reveal anecdotal commentssuch as John Doe falls asleep at meetings. However, with a skilled,independent person administering the survey, comments can be vettedand individual conversations can take place afterwards to allow forimprovement and dignity.

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The board assessment process should be driven by the GovernanceCommittee. This committee can also focus on the education andtraining of younger board members – and the establishment of boardmentors. With increased regulation and increased personalliability, if 30% of your board is an underperforming asset class,or if two or three people are carrying the other 10 people on yourboard, creating a process to address this is an important role ofthe Governance Committee.

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Beginning this discussion process and then having an independentthird party present it, can be extremely helpful. Often anadditional Emeritus Status can be created on the board. When ayoung person comes on the board, do you set criteria and standardsto ensure that they truly understand what Duty of Care reallymeans? Do you provide training for them so that they can come up tospeed within a one-year learning period and be held accountable tostandards established?

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I ended my presentation by encouraging participants to continueto learn. And most importantly, board members and CEOs havean important obligation to share this learning within theirorganizations, boards and senior leadership teams to developcreative and innovative strategies to meet the current globaltechnological, demographic and regulatory transformations takingplace at a rapid pace.

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Stuart R. Levine is chairman and CEO of Stuart Levine &Associates LLC, a strategy, leadership and governanceconsulting firm.

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