Board Guiding Principles Constructive Partnership: The Board will strive to have a constructive partnership with the CEO, recognizing that both roles are interdependent yet separate. Such a partnership requires trust, candor, respect, and honest communication directly with the CEO, in a meaningfully timely manner. Mission Driven: The Board will shape and uphold the mission as lead by the CEO, articulate a compelling vision, and strive to ensure the congruence between decision and core values. The Board acknowledges that the mission, vision, and core values are not stagnant concepts, but are statements of crucial importance to be dynamically utilized and folded into deliberations of the Board. Strategic Thinking: The Board needs to proactively allocate time to continuously engage in Strategic thinking to hone the organization’s direction and guide the CEO. Agendas and goals need to align with strategic priorities as well as be used to assess CEO performance, drive meeting agendas and shape board recruitment. Culture of Inquiry: The Board commits to fostering a culture of inquiry. Such constructive debate should be conducted through a style of mutual respect, candor and transparency amongst the Directors. Seeking additional information, probing assumptions, and challenging conclusions should be standard operating procedure to drive for solutions based on analysis and the widest range of Board support. Independent-Mindedness: The Board is blatantly independent-minded. The Board will apply rigorous conflict of interest procedures, guided by legal counsel and individual Director input, with the Directors putting the interests of WECC above all else when making decisions. The Directors do not allow their votes to be unduly influenced by loyalty to the CEO or by seniority, position, or reputation of fellow board members, staff or stakeholders. Transparency: The Board pro-actively supports transparency in its activities and decision making so that stakeholders and interested members of the public have access to appropriate and accurate information regarding finances, operations, and results. The Board also ensures transparency internally, ensuring that every board member has equal access to relevant materials and intra-Board discussion when making decisions. Compliance with Integrity: The Board promotes the strongest ethical values and disciplined compliance by establishing mechanisms for active oversight. The Board will use tools, such as independent audits, to ensure accountability and sufficient controls; to deepen their understanding of the organization; and to reduce the risk of waste, fraud and abuse. Critical Linkage of Resources: The Board links a bold vision and ambitious plans to financial support, expertise, and networks of influence. Linking budgeting to strategic planning, the Board approves activities that can be realistically financed with existing or attainable resources, while ensuring that the organization has the infrastructure and internal capacity it needs. Results-oriented: The Board is results-oriented. The Board measures the organization’s progress towards the mission and evaluates the performance of major programs and services. The Board gauges efficiency, effectiveness, and impact, while simultaneously assessing the quality of service delivery, integrating benchmarks against peers, and calculating the impact of the “investment” of WECC’s resources on reliability. Intentional Governance Focus: The Board deliberately structures itself to fulfill essential governance duties and to support WECC priorities. Making governance intentional, not incidental, the Board will invest in structures and practices that can be thoughtfully adapted to changing circumstances. Continuous Learning: The Board embraces the qualities of continuous learning at WECC, evaluating its own performance and assessing the value the Board adds to WECC. The Directors will imbed learning opportunities into routine governance work and in activities outside of the boardroom. Revitalization: The Board will embrace planned turnover, thoughtful recruitment, and inclusiveness. The Board values fresh perspectives and avoidance of closed groups. The Board will revitalize itself through diversity of experience and periodic recruitment of new Board members.