Transcript Purposes Today

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Purposes Today
1.
Explore the Policy Governance® Model®
 Basic concepts
 Underlying theories to guide practice
 Benefits
2. Consider the decision to embark on Policy
Governance® in your organization
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Getting started with policy governance: bringing
purpose, integrity, and efficiency to your board,
foreword by John Carver. By Caroline Oliver
San Francisco, (Jossey-Bass, 2009).
The Policy Governance Fieldbook: Practical
Lessons, Tips, and Tools from the Experience of
Real-World Boards Caroline Oliver (ed.), Mike
Conduff, Susan Edsall, Carol Gabanna, Randee
Loucks, Denise Paszkiewicz, Catherine Raso, and
Linda Stier. (Jossey-Bass, 1999).
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Explore Policy Governance®
What is Policy Governance® as defined by John Carver?
 System through which boards can conceptualize,




organize and fulfill their responsibilities as a board
Model - Complete system – rather than collection of
best practices
Implemented through written policies that reflect the
“values” of the members
It is a vehicle – like a bicycle – means of getting where
choose to go
Paradigm shift from management/administration
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Governance vs.
management/administration

Governance
is the work of the board in setting policy
 defines board purpose
 establishes roles of board members


Management/administration

is delegated to the CEO & staff
implements policies set by the board

involves operations of the organization

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John Carver postulates
Boards should
 distinguish board roles from others such as CEO
 be accountable for the organizations they govern
 clarify with employees about what it wants, the more
likely it is to get what it wants
 give employees the opportunity to function more
creatively by giving them as much room as possible to
do things their own way (within reason)
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Policy Governance® holds the Board
 accountable for organizational
performance
 accountable to ownership
 delegates running of the organization to
staff
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Outputs of Management
Accomplished ENDS
Avoid unacceptable means
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Why should you consider
Policy Governance®?
John Carver identified the need
for governance reform,
especially in the nonprofit sector
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Policy Governance® experience by
Kappa Omicron Nu
Frees boards to:
 Focus on the future
 Be in meaningful control of the organization
 Delegate meaningful authority to others
 Work efficiently and effectively
 Evaluate their organization’s performance
 Clarify roles for board members and CEO
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Task of Governance
An empowered group (board of
directors
works on behalf of others
(owners)
achieves what it should and
avoids what is unacceptable
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The board owns the
organization, as trustee,
for some “ownership” to
whom the board owes
primary accountability.
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Ownership
Board
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Who are the Owners?
ACHS owners – member societies
Kappa Omicron Nu – all members
Who are the owners of your organization?
 Identify clearly in policies
 State how board will connect with the
owners
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A. Decide what
difference do the owners
want to make - ENDS
Intended impact or change or change for intended
represented group; outcome results, changes,
difference (What benefit? What good?)
2. Recipient of the impact; targeted population (For
whom?)
3. Worth of the change; priority; relationship between
results and money (What cost?)
1.
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ENDS
The board defines which human needs
are to be met, for whom, and at what
cost. Written with a long-term
perspective, these mission-related
policies embody the board’s long-range
vision.
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ACHS ENDS
The ACHS is a visibly cohesive community of
national and international honor societies that
promotes the values of higher education; fosters
excellence in scholarship, leadership, service, and
research; and adheres to the standards of honor
society excellence.
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KON ENDS
The mission of KON is empowered leaders who
use an integrative approach to enhance quality of
living through excellence in scholarship,
leadership, and research
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What could be the ENDS for
your society?
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Two basic categories of policies
 Ends:
 What difference?
 For whom?
 At what cost?
 Means – implementation/achievement of the
ends
 Practices
 Methods
 Activities
(Every issue that is not an ends issue is a means issue.)
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Basic Components of Policy
Governance
®
A. Decide the difference that owners want to make –
ENDS
B. Put everything in a written policy
C. Assign responsibility, accountability, and authority to
A.
B.
Board
CEO and staff
D. Delegate within “an reasonable interpretation”
E. Monitor that the board is making the difference that
the owners want
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B. Put Everything in a
Written Policy
 Board decisions should be primarily policy decisions
 A policy is the value or perspective that underlies action but goes
on to delineate strict rules as to its form
 Policies are an expression of the board’s soul
 Decide policy provisions and what to have policies about
Policies are the product of the Board of Directors
 ACHS Board Policies
 KON Policy Governance® Handbook
 In addition to the constitution and/or bylaws of the organization
which creates the organization as a legal entity
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Four Types of Board Policies
 Board’s own means
 Governance Process (Policies)
 Board-staff relationships (Board-
Management Delegation Policies)
 Instructive to CEO/ Executive Director
 (Organizational) Ends (Policies)
 Means (Executive Limitations Policies)
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Governance
Process
Board Staff
Relationship
(Board-Management
Delegation)
(Organizational)
Ends
Executive
Limitation
(Staff Means) 24
2 types policies
are used by the Board
Board Governance Process – decisions
about the board’s own job
Board Staff Relationship
 links board to management
 describes relationship to CEO and staff
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Governance Process
The board determines its philosophy, its
accountability, and specifics of its own job.
The effective design of its own board
processes ensures that the board will fulfill
its primary responsibilities:
 maintaining links to the ownership,
 establishing the four types of written
policies, and
 assuring executive performance.
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Philosophical Foundations of
Policy Governance
Accountability
Servant-leadership
Clarity of group values
Empowerment
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Board self-discipline is critical
Linkage with ownership
Written governing policies
Invest in board orientation
Assessment of performance
The board speaks with ONE
voice or not at all. (Board members
respect the board’s decision and refrain from
undermining it.)
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Global Governance Process
Statement
We will govern with
 an emphasis on vision rather than internal
preoccupation,
 encouragement of diversity,
 strategic leadership more than administrative
detail,
 clear distinction of board and chief executive roles,
 collective rather than individual decisions,
 future rather than past or present, and
 proactivity rather than reactivity
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ACHS Governance Statement
Global Governance Process/ Ownership Linkage
Commitment
The purpose of the Board, on behalf of its membership,
is to see to it that the Association of Honor Societies (a)
achieves appropriate results for the membership at an
appropriate cost and (b) avoids unacceptable actions and
situations.
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KON Governance Statement
Board (Governance) Process
The Kappa Omicron Nu Board of Directors
represents all owners. The ownership of Kappa
Omicron Nu shall be perceived conceptually as
all members. The duty of the Kappa Omicron
Nu Board is to achieve its mission in a prudent,
effective, ethical, and legal manner
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Key principles are used
together
ENDS – MEANS
Sequential, logical containment
– policies/decisions come in sizes
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Policies come in sizes
 Begin with policies written very broadly
 Policies/decisions come in sizes – can
be stated broadly or narrowly
 Any reasonable interpretation
 The board needs discipline to make
decisions one level at a time from
broadest to narrowest
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Nested Bowls
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 Decide the largest issue in each policy type
before smaller issues.
 Come into smaller issues at will, but only in
sequence, one “level” at a time.
 Write progressively greater levels of detail
until the board agrees that it can accept any
reasonable interpretation from the person to
whom delegated
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Governance
Process
BoardManagement
Delegation
ENDS
Executive
Limitations
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Governance
Process
Board-Staff Relationship
(Board-Management Delegation)
Ends
Staff Means
(Executive Limitations)
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Typical smaller bowls in
Governance Process policies
 Governing philosophy
 Board job description
 Board composition and commitment
 Code of conduct
 Cost of Governance
 Agenda Planning
 Chairperson’s role
 Committee principles, products & authority
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C. Assign responsibility,
accountability, and authority
 Board – own work
 Board Governance Process √
 Board Staff Relationships
 CEO
 Ends √
 Executive Limitations
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Board gives CEO two
expectations about performance
of the organization
 Achieve ENDS – prescriptive
 Do not allow unacceptable means
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
The board places limits on operational means by
prohibiting means that are not acceptable
These are called Executive Limitations
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Executive Limitations
The board establishes the boundaries of
acceptability within which staff methods
and activities can responsibly be left to
staff. These limiting policies apply to staff
means rather than ends.
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Sample Global Executive
Limitations
 ACHS – The ED shall not cause or allow any
practice, activity, decision, or organizational
circumstance with is either unlawful, imprudent, or
in violation of commonly accepted business and
professional ethics.
 KON – The ED may not cause or allow any
organizational practice that is imprudent,
unethical, or illegal.
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CEO
ENDS
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ENDS
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Advantage of stating unacceptable
means
ENDS
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What might be the Global
Executive Limitation for your
organization?
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Sequential, Logical containment
(nested bowls) applies to
Executive Limitations
 Develop more specific policies - smaller bowls –
when needed
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Typical executive limitation
policy topics:
 Treatment of staff
 Financial planning, budgeting
 Financial condition
 Asset protection
 Emergency executive succession
 Board awareness & information
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What might your organization
state as Executive Limitations
Policies?
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D. Delegate within
“any reasonable
interpretation”
Areas that are not specifically stated are open to “any
reasonable interpretation”
If the board does not think that the interpretation is
“reasonable” then a more specific policy (smaller bowl)
is appropriate.
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Governance
Process
Ends
Reasonable
Interpretation
Board-Management
Delegation
Executive Limitations
Operational Means
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Trust
• CEO works for the board as a whole; not owners, not
•
•
•
•
•
individual board members
Owners communicate with the board, not the CEO
The board has authority over the CEO and delegates to
the CEO
The board considers a diversity of opinions, but speaks
with one voice
The board has authority but individual board
members do not
The board exist to direct (as owner representative), not
to help
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Ownership
Board
CEO
Staff
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Board-Staff Linkage
The board clarifies
 the manner in which it delegates authority to staff
as well as
 how it evaluates staff performance on provisions of
the ends and executive limitations policies
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Examples
ACHS Global Board-Executive Linkage
The board’s sole official connection to the operational
organization will be through a Chief Executive Officer,
titled Executive Director.
KON Board/Executive Director Relationship
The board’s sole official connection to the operational
organization, its achievements, and conduct will be
through a Chief Executive Officer, titled Executive
Director (ED)
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What might be the Global
Board – Staff Linkage for your
organization?
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Smaller bowls for
board-staff linkage
 Unity of control
 Accountability
 Delegation
 Monitoring performance
 Compensation and benefits
 Evaluation of the Executive Director
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Relationship between the Board
and the CEO involves
accountability and empowerment
The board delegates to the CEO. Three steps to
accountable delegation:
1.
Set expectations for performance
2.
Assign expectations and authority
3.
Check that expectations are met
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Board
CEO
staff
Clear Delegation - unambiguous chain of command
(single voice from the board)
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Basic components of Policy
Governance
®
A. Decide the difference that owners want to make –
ENDS √
B. Put everything in a written policy √
C. Assign responsibility, accountability, and authority to √
A.
B.
Board
CEO and staff
D. Delegate within “an reasonable interpretation” √
E. Monitor that the board is making the difference that
the owners want
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E. Monitor that the Board is
making the difference that
the owners want
 State expectations/criterion
 Assign expectations
 Monitor performance against criteria previously
set
 Board
 CEO and staff
 Check that expectations are met
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Sample Monitoring Report
BOARD POLICY:
Children will have swimming skills
CEO Interpretations to measure outcomes:
1.
2.
3.
Thirty 10 yr olds swim 25 yards
Twenty-five 5 yr olds afloat 10 minutes
Twenty 14 yr olds are competitive swimmers
RATIONALE:
DATA:
1. 30
2. 25
3. 20
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Two Questions
1. Was the CEO’s interpretation reasonable?
2. Are we satisfied that the data demonstrates
compliance?
If the interpretation is not reasonable,
the board needs to clarify the policy.
It is not the CEO’s fault.
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Is the board meeting the stated
expectations?
 Self evaluation by the board
 Regular – Annual basis
 Could use a checklist or rubric
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Schedule for Monitoring
 Board should schedule monitoring at least once
per year – ENDS & executive limitations
 Board should include monitoring reports in
agendas, acknowledge receipt, and note when
CEO has demonstrated accomplishments
 CEO and Board Self-Evaluation should follow
pre-stated performance expectations
 Evaluation should be policy-driven and
frequent
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Purposes Today
1.
Explore the Policy Governance® Model √
 Basic concepts
 Underlying theories to guide practice
 Benefits
2. Consider the decision to implement in your
organization
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Embarking on
policy governance®
The board must
1. understand the policy governance® model
2. make a commitment to this change
3. put the commitment on paper
4. develop policies in the 3 means quadrants
5. develop a single temporary ends policy
6. review its work to ensure it has left nothing out
(adoption will repeal all existing policies)
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(steps)
(The board)
7. discuss the change with a policy governance®
knowledgeable attorney to confirm that there is no
conflict with law or organizational constitution
8. set a date for implementation, meaning that as of the
date, all previous board documents are nullified and
replaced by new policies
9. prepare the first agendas
10. design the first steps in connecting with the
ownership
11. set a specific date to inaugurate the system
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Policy Governance® Model
What benefits?
For whom?
At what cost?
(Boards exist to ensure on behalf of the organization’s
owners that the organization performs as it should.)
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Ownership
Board
CEO
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Ownership
(Governing process policies)
Board
(Board-Staff Relationship)
CEO
Staff
Means
ENDS
(Executive Director Limitations)
(make organization unique)
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4 Types of Board Policy
 Instructive to CEO
 (Organizational) Ends (Policies)
 Means (Executive Limitations Policies)
 Board’s own means
 Governance Process (Policies)
 Board-staff relationships (Board-Management
Delegation Policies)
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Board’s Own Policies
(Chief Governance Officer has authority)
Governance
Process
Board-Staff Relationship
(Board-Management Delegation)
C
H
A
I
R
Instructive to CEO
Ends
C
E
O
Staff Means
(Executive Limitations)
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List one major concept or
question that you take away
from today’s session.
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What questions do
you have?
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QUESTIONS
How does this work with a
small staff?
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QUESTIONS
What is the role of the CEO in
helping the board discuss,
deliberate, and implement
Policy Governance?
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QUESTIONS
How do committees work in
the Governance Model
?
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Board committees are to
help the board do its job,
never to help or advise
the staff on its job.
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QUESTION
How can board members work
as staff in the governance
model?
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QUESTION
How do we know how small to
make the bowls?
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TWO BOARD QUANDARIES
Do not overlook important
expectations
Avoid providing too many details
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QUESTION
What if board members do not
follow the “one voice rule”?
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Board
Roger Renegade
CEO
staff
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Board
R
T
CEO
staff
Officer wants to assert influence
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QUESTION
What is the role of the
“president:” in policy
governance?
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Board’s Own Policies
(Chief Governance Officer has authority)
Governance
Process
Board-Management
Delegation
Instructive to CEO
ENDS
C
G
O
C
E
O
Staff Means
(Executive Limitations)
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QUESTION
What are some disadvantages
of Policy Governance?
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CRITICISMS OF POLICY
GOVERNANCE® MAY RESULT IF
THE BOARD DOES NOT
Inform key audiences to make
them aware of the governance
model
Delegate to CEO
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QUESTION
How is the board agenda
determined?
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The board’s job description
is its perpetual agenda,
from which it develops
annual and meeting
agendas.
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QUESTION
What happens to our old
personnel, finance, etc.
policies?
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Issues of
Personnel
Issues of
Budget
Board
Issues
CEO
Issues
Associate
CEO
Issues
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Thank you.
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