POLICY TYPE:

Board-GM Linkage

POLICY TITLE:

M   Global Board-General Manager Linkage

ADOPTED:

April 12, 1999

revisions:

11/19/01

The Board delegates some of its governing responsibility to a General Manager and holds the General Manager accountable for achieving desired outcomes (Ends policies). The Board's sole official participation in the operating organization, its achievement and conduct, will be through a General Manager.

Only decisions of the Board acting as a body are binding on the General Manager.

M.1.1

Decisions or instructions of individual Board members, officers or committees are not binding on the General Manager except in rare instances when the Board has specifically authorized such exercise of authority.

M1.2

In the case of Board members or committees requesting information or assistance without Board authorization, the General Manager can refuse such requests that in the General Manager's opinion require a material amount of Staff time or funds, or are disruptive.

POLICY TYPE:

Board-GM Linkage

POLICY TITLE:

M.2  Accountability of the General Manager

ADOPTED:

April 12, 1999

revisions:

02/18/02; 03/08/07

The Board holds the GM accountable for organizational performance by setting policies, assigning responsibility, and insuring that expectations are met.  As far as the Board is concerned all authority and accountability of Staff is considered the authority and accountability of the General Manager.

M.2.1

The Board will view General Manager performance as identical to organizational performance so that organizational accomplishment of Board-stated Ends and avoidance of Board-proscribed means will be viewed as successful General Manager performance.

1. For each monitoring report received during the year the board will assess for the record whether:
   1. PFC is in compliance with the subject policy.
   2. for any non-compliant Executive Limitations policy:
      1. a commitment/plan for future compliance was submitted to the Board, monitored, and accepted
      2. the plan for future compliance was achieved during the fiscal year as determined by a followup monitoring report
      3. the contravention was reported promptly per policy L.8.8
   3. for Ends policies reported compliance substantially exceeds minimum acceptable performance/progress.
      
      Substantially exceeding minimum acceptable performance/progress requires:
      1. achievement of some major End or sub-End in a fiscal year earlier than planned or
      2. achievement of Ends performance significantly in excess of minimum policy compliance.
         
         as determined by comparison with a GM proposed and board agreed upon plan with milestones/benchmarks and metrics for Ends achievement in place by the December prior to the fiscal year under review.
2. In January the board Administrative Assistant will complete a summary of performance related attributes for all Ends and Executive Limitations monitoring reports about the preceding fiscal year. These attributes will be derived from minutes, board policy, receipt dates of monitoring reports, and recorded monthly on the "GM Evaluation Data Summary (GMDS)" for the fiscal year being reviewed. The GMDS will be posted and maintained online in the PFC Board Archive.
3. In February, using the data compiled in M.2.1.b above, the board will assess Ends achievement by
   1. first determining for which Ends the GM has:
      1. achieved
         1. acceptable performance (policy compliance) or
         2. if they are long-term Ends projects, achieved acceptable progress (required project milestones achieved)
      2. not achieved
         1. acceptable performance (policy non-compliance), or
         2. acceptable progress (project milestones not achieved)
      3. exceeded.
         1. achievement of some major End or sub-End in a fiscal year earlier than planned or
         2. achievement of Ends performance significantly in excess of minimum compliance requirements.
            
            as determined by comparison with a GM proposed and board agreed upon plan with milestones/benchmarks and metrics for Ends achievement in place by the December prior to the fiscal year under review.
            
            The board will cite the specific evidence upon which each decision is made (e.g., internal or external monitoring report or direct inspection).
   2. The board will then make an overall assessment of Ends achievement based on the following rubric:
      1. EXCELLENT:
         1. acceptable performance/progress on all Ends, AND
         2. exceeded expectations on some or all Ends
      2. GOOD: acceptable performance/progress on all Ends
      3. FAIR: acceptable performance/progress on more than half of all Ends
      4. UNACCEPTABLE: less than acceptable performance/progress on more than half of all Ends.
4. In February, using the data compiled in M.2.1.b above, the board will assess Executive Limitations compliance by determining whether the GM has:
   1. always operated within the constraints of the Executive Limitations;
   2. occasionally contravened the Excecutive Limitations,
      1. but reported the contravention promptly (L.8.8), and
      2. a commitment for future compliance, which was met;
   3. occasionally contravened the Executive Limitations,
      1. but without reporting the contravention, or
      2. having a plan for future compliance
   4. frequently contravened the Executive Limitations.
      
      The board will cite the specific evidence which this assessment is made (e.g., internal or external monitoring report or direct inspection).
5. In February, the board will utilize its assessments from M.2.1.c and M.2.1.d above to derive an overall assessment of GM/PFC performance using the following rubric. Numbers represent the final assessments on Ends (M.2.1.c.2) and Executive Limitations (M.2.1.d), respectively.
   1. EXCELLENT: 1and 1, or 1 and 2
   2. GOOD: 2 and 1, or 2 and 2
   3. FAIR: any combination not included in EXCELLENT, GOOD, OR UNACCEPTABLE
   4. UNACCEPTABLE: 4 and anything, anything and 4, anything and 3
6. In March, the board will determine the GM compensation adjustment. The adjustment will be composed of four parts:
   1. bonus for the previous year's excellent performance (up to 20%) of previous year's base salary. Computation and payment of the bonus is as follows:
      1. Bonus computation includes the sum of:
         1. an annual bonus of 2% of base salary for each 1/4 % EBITDAR is above the requirement set in E.2 up to a maximum of 10% of base salary. The requirement in E.2 will be revised annually to reflect the median of an appropriate external industry index, e.g. NCGA.
         2. Pay a bonus for each Ends policy in which acceptable performance/progress has been substantially exceeded up to a maximum of 10% of base salary. The bonus for each Ends policy will be set annually in October by the board to reflect its current priorities and range from 0-10% with the sum of all policy bonus' = 10% of base salary.
      2. Payment terms:
         1. will be paid in a lump sum annually in April for the previous fiscal year.
         2. will be in addition to base salary for preceding fiscal year.
         3. will not alter GM base salary.
         4. eligibility is dependent upon the pre-existence of a GM proposed and board agreed upon plan with milestones/benchmarks and metrics for Ends achievement prior to the start of the fiscal year under review.
   2. inflation adjustment to base salary (equal to the percentage change for the previous year in the unadjusted CPI-U for the Detroit-Flint-Ann Arbor areas). (~2-4 %)
   3. merit increase to base salary (~0,.5,2.0,3.0 percent for UNACCEPTABLE, FAIR, GOOD, EXCELLENT overall assessment, respectively, in M.2.1.e above.)
   4. benefits package (<=30%) of base salary
      [Total maximum compensation for any fiscal year = base salary +~ 50%]
7. In March, the board will communicate the results of c., d, e. and f. above in writing to the GM, citing the specific evidence and rationale for its assessment, and schedule an executive session with the GM to discuss the process and its results.
8. Any bonus earned for the previous year will be paid and the new base salary and benefits will become effective as of April.
9. When initially hiring a new GM, the board will negotiate an employment contract with the following properties:
   1. base salary in line with industry norms (~$55,000 based on qualifications).
   2. standard PFC salaried employee benefits package.
   3. other benefits not to exceed a total benefits package of 30% of base salary.
   4. One year renewable contract
   5. termination by either party for any cause or no cause.
   6. severance package of two months salary and benefits.
   7. board will hire a compensation consultant every three years to determine if the basic contract terms are consistent with industry norms and revise as appropriate.

M.2.2

The Board will never give instructions to persons who report directly or indirectly to the General Manager.

M.2.3

The Board will refrain from evaluating, either formally or informally, any staff other than the General Manager.

The Board will instruct the General Manager through written policies that describe the organizational Ends to be achieved and the organizational situations and actions to be avoided, allowing the General Manager to use any reasonable interpretation of these policies.

M.3.1

The Board will develop policies instructing the General Manager to achieve certain results for the Membership (and customers) at a specified cost.  These policies will be developed systematically from the broadest, most general level to more defined levels and will be called Ends policies.

M.3.2

The Board will develop policies that limit the latitude of the General Manager's authority in choosing the organizational means.  These policies will be developed systematically from the broadest, most general level to more defined levels and will be called Executive Limitations policies.

M.3.3

Using any reasonable interpretation of the Board's Ends and Executive Limitations policies the General Manager is authorized to establish all further policies, make all decisions, take all actions, establish all practices, and develop all activities.

M.3.4

The Board may change its Ends and Executive Limitations policies thereby shifting the boundary between the Board and General Manager domains.  By doing so the Board changes the latitude of choice given to the GM.  But as long as any particular delegation is in place the Board will respect and support the General Manager's choices.

POLICY TYPE:

Board-GM Linkage

POLICY TITLE:

M.4  Monitoring General Manager Performance

ADOPTED:

April 12, 1999

revisions:

M.4.1

M.4.2

a.

b.

c.

M.4.3

M.4.4