The word, vision, is used lots by consultants and facilitators. Groups frequently spend hours constructing vision statements. I find that the word seems to be used in many ways in different environments. The term is used here in a number of articles that I’ve written at this web site. So, I’d like to express how I use it in the context of creating policy.

Humans are creative creatures. We can visualize things that do not exist, and sometimes we can cause those things that we can visualize to materialize.

Sometimes a good thing will materialize by accident or by serendipity. No one planned it, but there it is. All we need to do is recognize that it is there and that it is good. No vision was involved in creating this. While this is wonderful when it happens, we soon learn not to wait for good fortune, but to plan for it.

Planning usually is about creating a path or a series of events that will take us from where we are to where we want to be. If you don’t see the future you desire as a path, then perhaps you see it as an object that does not yet exist, like a sculpture. You look at the block of wood or lump of clay and know that it could become a shape that conveys meaning and emotion. It is still just raw material, but you have a vision of what, in your hands, it can become.

The issue here is that in your mind you can visualize something that does not now exist, but might sometime in the future. It might be a building, or a community program, or a plot for a story, or simply a pizza that I will bake for my family on Friday night. What makes it a vision is that someone can imagine it (or visualize it), and sometimes it might become a reality.

This ability to envision a future, and then to carry out some process to cause it to materialize, is a very powerful capability of humans. It is wonderful to learn to become effective in using this capability.

So, when I talk about describing a vision, or visualizing, or envisioning, I am talking about expressing a clear description of a future that does not yet exist, but could.

The greater the clarity of the vision, the greater the possibility that it will become a useful reality.

The fact that I have a vision of a pizza baked and served on Friday night does not make it happen. But unless I begin with that simple vision, the pizza cannot happen.

The process associated with the pizza is well known to my family, but it has elements that are true for all creative projects. First the vision is clearly expressed: someone in my family says, “How about a pepperoni pizza on Friday night?” My family knows how I make a pizza so these words clearly describe the vision of the pizza and the event. Next, I say, “Okay.” At that point I have made a decision to proceed with making the pizza, and I have also announced my commitment to the project. There are still many steps to go (assemble the ingredients, knead and retard the dough, cook the sauce, dress and bake the pies, invite any guests, etc.) but all of that unfolds fairly predictably once there has been a commitment to accomplishing the vision.

This series of events is easy to understand when we choose to proceed with a familiar project like preparing a traditional dinner. It becomes much harder when the needed future is not known. This is the situation faced by groups who are trying to address a community need.

Addressing a need is the reason that the community has created an association or a non-profit organization — yours, for instance.

Likely you are reading this because you are on the board of such an organization. If it has been around for a long time probably programs are in place, management is showing you monthly statements, and there is a sense that the ongoing business is active and worthy. When someone asks you, “What is the vision for this organization?” the idea that there is a need for a vision seems trivial compared to the reality of what is being accomplished every day by the staff. Surely you are doing your job if the staff is reporting lots of good activities, attendance is up, fund-raising is doing well, and revenues are more than covering the expenses? If you agree that this is all you have to do, let me ask you if, being a board member, means that you are merely along for the ride, or if you think that your role on the board means that you have a contribution to make that is distinct from the role of management?

(In fairness, I will allow that there are some boards where it is satisfactory to go along for the ride, and just be there to help when your skills and knowledge can contribute. These are usually very small organizations; but I know from experience, they can be doing wonderful things for the community. Likely the person running it is the founder and visionary, and when that person no longer wants to do the job the organization will have to grow up or simply decide that it has completed its work.)

In the context of the work of the board, the vision is what the board decides is required to address the need. To recall where this article began, that vision is “a clear description of a future that does not yet exist.”

The vision is not the action plan to achieve the vision. (That sounds like an obvious or silly statement, but in reality many groups cannot make that distinction.) The action plan and the vision are not synonymous. Here is the problem for a new board member who is joining an organization that has some history. Everyone sees what the organization is doing, and often those activities are good for the community. If you find that your job seems to be primarily learning about what the staff is doing and approving that, your role may be useful as a cheerleader, but it is not clarifying the reason the organization exists and ensuring that it achieves what it must. And what is that? Are you, the board, seeing that your organization is addressing the real need? Often, in order to develop that vision of the results that are necessary you will have to begin by knowing the community’s need. Understanding that will require you to focus on the community and not just the action plans of the staff.

When you truly understand the need, you are in a position to begin to articulate a vision of what might be achieved to address that need.

Here is the real strength of human creativity. Dinner on Friday night does not have to be a pizza; that lump of clay can become whatever the sculptor visualizes. The only cost of developing a vision is your time, your understanding of the need, and your imagination of the possibilities. Because a vision seems cheap, and completely fluid, people often treat the vision as trivial. It is not. It is at the stage of envisioning that anything is possible.

It is while developing a vision that a future that can become wonderful, or mediocre, or disastrous really happens.

I’ve been fortunate to be present at the beginning of some big projects. Looking back, I’ve seen that in the early days everyone was so busy wanting to get on with pouring the cement and beginning the project that all of the difficulties that we encountered later could have been easily (and inexpensively) avoided by more thought and clarity about the details back when the plans (the vision) were being drawn up.

The desired future, then, begins as a creative process of envisioning. A vision is easily and inexpensively altered. The act of envisioning can involve many people. Researching and collaborating on the vision, and then testing the vision with the community, should be a big part of informing the wisdom of the board.

A colleague of mine is a nun. During a planning session she once said, “Do you want to make God laugh?” She had our attention. The punch line was, “Tell God your plans.” It is also true that nothing happens exactly as planned. I’m mentioning this here because the act of envisioning, and then working to achieve that vision, will be adventure. Expect that and the adventure will be rewarding (even if it is often difficult), and not just a series of dashed expectations.

A multitude of visions can be created, all of which may be valid. So the process of envisioning should include exploring a variety of futures.

You will discover that some of these visions arise out of people’s wants. We all have wants. There is no power in wanting. Beware of individuals who want only to achieve their personal vision.

As a board, you have an important role to play. You may be depending on professional planners, consultants, architects, and your staff, to advise you which vision is the best to address the community’s need. At some point you will either rubber-stamp that advice, or you will truly understand the options, and you will make a decision.

There is enormous power in that decision. It is the consequence of that decision that resources will be committed and the work of accomplishing that vision begins.

Let me try to summarize. Your job, as a member of the board, is to see to it that your organization achieves what it must. Your organization is there to address a need in the community. To address that need, at some point there will have to be a vision of what can be accomplished to address that need. The board will either accept the vision of someone else, or it will be the author of that vision.

With Policy Governance, the board creates Ends policies. Briefly, Ends are statements about the results that must be produced by the organization, statements about the people who will benefit from those results, or statements that ensure that the cost of the benefit is worth the resources that are consumed. Establishing a vision, then, is a way of determining the necessary results.

With Policy Governance, your meetings should become a time and place to explore futures that do not exist. Policy Governance provides the means for you to use words to describe that future, and then to hold your organization accountable for achieving that future.

© 2009 R. Ballantyne. All rights reserved. This is for your use at your computer screen. For reproduction of any kind you will need the written permission of the author.

If your board is using Policy Governance, and you were guided in creating your policies in the Governance Process quadrant by the book, Reinventing Your Board, by John and Miriam Carver, your overarching statement of policy is probably worded similar to this:

The purpose of the board, on behalf of [identify the ownership here], is to see to it that [name of organization here] (a) achieves appropriate results for appropriate persons at an appropriate cost, and (b) avoids unacceptable actions and situations.

The words that replace [identify the ownership here] probably took you and your consultant some time to develop. The rest of the policy is likely close to what you see here. This single sentence describes the job of the board using Policy Governance®.

Please think about what you and the other members of the board have imposed upon yourself with these words. The policy expresses three ideas.

1. By this policy, the board recognizes that it is a fiduciary, and the board identifies as precisely as it must for whom (what community cohort) the board speaks. In a for-profit the board is a fiduciary for the shareholders, in your organization you are a fiduciary for the people described by the words that replace [identify the ownership here]. Accepting this responsibility is the single most important duty of a board member in a Policy Governance environment.

Your entire authority to articulate policy and hold the staff accountable, and to ensure that the organization achieves what it must, comes from your knowledge of what that cohort would instruct you to do if those people knew what you know. And if you don’t know what those people would expect of you, it is your job link with them and to find out.

The interpretation of what is meant by that description (after the board has approved its words to describe that cohort) falls to the chair. Just as the head-of-staff is granted the right to make a reasonable interpretation of the board’s Ends and Executive Limitation policies, in the case of Governance Process and Staff Linkage policies, the right of reasonable interpretation belongs to the Chair. If the head-of-staff is viewed as the CEO, then the chair of the board is seen as the CGO (Chief Governance Officer) — regardless of the titles these people may have.

2. By this policy the board says that it is responsible for articulating (and monitoring) what must be accomplished by the organization — in other words it is responsible for the organization’s Ends. Since (at this point in policy development) Ends are not defined, the policy describes them as, “achieves appropriate results for appropriate persons at an appropriate cost.”

3. With regard to means, the board agrees that it does not provide any instruction as to what means the staff must use to accomplish the Ends. It does, however, direct the staff to behave ethically and prudently by articulating what behaviour is unacceptable in accomplishing those Ends. In Policy Governance this is done by using proscriptions or Executive Limitations.

Everything else that appears in the Governance Process section of policies must nest within the umbrella (or overarching statement of policy) that contains these three (fairly simple) concepts.

© 2009 R. Ballantyne. All rights reserved. This is for your use at your computer screen. For reproduction of any kind you will need the written permission of the author.

When John Carver was developing Policy Governance® an early name for the model was Values Governance. Since boards are usually advised to govern by stating policy instead of issuing orders, and because policies should be expressions of values, he decided that more people would understand the model if he called it Policy Governance.

While those who understand policy can grasp the concept, I find that the word policy confuses many people.

What is a policy? It is usually described as a guide for actions. That’s true, but where does it come from? Sure, we all know: it comes from the boss (perhaps a manager, a parent, a board, or some other authority). So the people who are to be guided know who it comes from, but where does the idea or the substance for the policy arise? That’s what I’d like to explore here.

Let’s imagine a workplace where there are no policies. An employee approaches the boss and asks what to do about a current situation. The boss thinks about it for a moment, and maybe probes with a few questions to be sure that s/he is clear about the matter, and issues a decision: do this. The employee now knows what is expected in this situation and goes and does it.

The employee probably knows more than what to do in this current situation. That person can be reasonably sure that whenever a similar situation arises that the boss would expect it to be handled in similar manner. In fact, having once asked for a decision, it would probably annoy the boss if the employee bothered to ask again when a similar situation occurs. Why? As a result of that decision, the employee has an excellent example of what the boss would want done in this and similar situations.

In other words: the employee knows what results the boss values in this situation. The decision, then, is a good example of what the boss values. If one were to state that value as a guide to action, that statement would be a policy. Policies are always expressions of values.

In this case, the employee merely imagines what is the policy that was the guide to the decision. Technically this is called making policy by appeal. The request for the decision is the appeal, and the implied policy is assumed by the employee… and by everyone else in the workplace who cares about that boss’s values.

The problem with policy-by-appeal is that it is possible (even likely) for people to misinterpret the value behind the decision. It provides much greater clarity if policies are stated, and it is even better if they are written.

The point to note here is that behind every decision, or policy, is a value. In fact, a written policy must be an expression of that value.

Asking the question: “what do you value?” usually results in thinking that is too broad and vague to result in (say, a board) being able to write policy. In a Policy Governance setting I find that probing with two kinds of questions lead to a useful expressions of values. They are:

• What are you concerned about? (This line of questioning leads to values that might become Executive Limitations or board means)
• What results are required? (This might lead to Ends statements)

If you are someone who writes or issues policy, it means that you have the authority to guide the actions of others. Therefore, your policies are a method of exercising control.

The first person who hired me to write policies for his organization (long before I ever heard about Policy Governance) said that he wanted “policies that would empower people to act without having to ask for direction.” He said he wanted policies that would empower people to know how to act with confidence. He was more interested in that than a list of policies that would tell people what not to do. I discovered how liberating policies can be for people.

Now, when teaching Policy Governance, you will frequently hear me say, “control what you must, not what you can.”

© 2009 R. Ballantyne. All rights reserved. This is for your use at your computer screen. For reproduction of any kind you will need the written permission of the author.

The bylaws of your organization will provide instruction about how many people must be present at a meeting so that there is a quorum. The quorum is legally required for the assembly to be able to carry out its business. Many chairs assume that since the bylaws describe what is the minimum number of members who have to be present that this is a form of policy that should guide the group in knowing what is an acceptable level of attendance. For Policy Governance boards (or any board that expects to govern with integrity), while the quorum provides a legal minimum number of people who must be present, this is poor instruction for the behavior of board members. This article argues that the board should set much higher standard of attendance than is required by the bylaw’s description of the quorum.

In the Governance Process section of the board’s policies, the board may consider some wording that speaks to the issue of expected attendance at regularly scheduled board meetings during their term of office. Members may be excused for extraordinary circumstances, but when a member is excused it should be reported in the minutes, and the board should be diligent in insisting that such absences are truly extraordinary. This expectation for attendance should be discussed when a member is recruited because this level of participation is not required in the case of most boards.

In this article I’ll explain why the board should work to achieve 100% attendance and I’ll suggest a way to make this possible even with everyone’s busy schedules.

Part of the philosophy of Policy Governance is that the board speaks with one voice or it does not speak at all. Technically this is true for any board, but it is a feature of Policy Governance that is recognized by the board, and it becomes a element of the board’s work that contributes to the integrity of the board’s products.

The whole system of Policy Governance, which includes cogent statements in four quadrants and with each quadrant containing a complete package of nested policies, is designed to achieve a body of work by the board that is complete, consistent and of high integrity.

The matter of attendance relates to the consistency and integrity of the board’s work, and specifically to the character of the board’s one voice. The issue is easy to understand if you think about it. If the people making a decision during today’s meeting are different from those who assembled at the last meeting, the wording and direction of the decision will also be different. The quality and nature of the board’s one voice will depend on who happens to be in the meeting at the time a motion is passed. While it is typical of many boards to have different members present at each meeting, it is nevertheless not appropriate. Therefore, the participants at each board meeting should be the same collection of people.

Can this really make a difference to the integrity of the board’s work? Of course it can. I’ve even seen meetings deliberately held when the leadership knew that certain people would not be able to attend and oppose some planned board maneuver.

With Policy Governance  the work of the board should be open and transparent. While I seldom find that boards are using the timing of meetings and the limits of the quorum for Machiavellian plots, I do see that the quality of the discussion that occurs during the deliberations is very much dependant on who shows up and is participating.

When the makeup of the board is different from one meeting to the next, the quality, integrity and consistency of the decisions of the board is substantially compromised.

Why, then, don’t all boards insist on 100% attendance at their meetings? Frankly, the function and purpose of most boards (except in times of crisis) is largely ceremonial. The usual job of a board that helps management by providing some wisdom and perspective, or asks a few probing questions before rubber-stamping the work of the senior staff, does not need full attendance at every meeting. As long as there is a quorum there is probably enough of the board present to provide an adequate degree of diligence and oversight. Policy Governance, as you know, requires real integrity with regard to its one voice.

Is 100% attendance achievable? The math suggests that a perfect attendance record is not possible. What is possible is that absences from board meetings are rare and are truly exceptional, and clearly excusable.

In writing this, I know that boards have to deal with the occasional emergency. I am referring to three kinds of situations that may not be easily delegated. The first is the loss and subsequent hiring of the CEO. The second is a catastrophic business miscalculation that threatens the future and existence of the organization. In both cases the associated emergency meetings of the board may have members missing, and necessary decisions must be made without full attendance. There is a third possibility that is rare, but is included here for completeness. Occasionally there are some matters for which the board is holding itself accountable (and not the staff); e.g. some fund raising or lobbying. In this case the board is acting like a committee, and as long as the board delivers what is required, perhaps the full board does not have to be present at each meeting where this work is addressed. All of these are exceptions, and such meetings should not include major long-term policy development or monitoring.

How can this high level of attendance be managed? First create the expectation among the members that not attending meetings for reasons of business pressures, family matters, or convenience is unacceptable behavior, and is simply not tolerated.

Second, plan the board’s agenda for the whole year in advance. This point is mentioned in all Policy Governance literature, but it must become a deliberate annual priority for the board. Once the dates are decided, then expect the board members to adhere to them.

Finally learn to use some of the modern electronic facilitation systems to allow members to participate fully without having to be present, personally, in the meeting room. This would include conference telephone calls and video chat. While the technology is currently available to make this possible, it seriously adds to the complexity of the meeting. Whatever process you use should be well rehearsed and all of the systems checked out long before the meeting begins. This includes insuring that the remote board member has the knowledge and the equipment to participate in the meeting. In suggesting this approach, I also know that these techniques do limit the exchange of ideas and therefore the wisdom of the board. While this will make the meeting possible, I don’t believe that you receive the same value for peoples’ time as when they are physically present in a face-to-face gathering.

© 2009 R. Ballantyne. All rights reserved. This is for your use at your computer screen. For reproduction of any kind you will need the written permission of the author.

A feature of Policy Governance is that the Board writes its policies, and then delegates all actions associated with ends and executive limitations to the organization’s CEO. In creating action plans and strategies to achieve the results required by the policies the CEO is granted the right to use any reasonable interpretation of the Board’s polices. There is sometimes difficulty knowing what this interpretation looks like, and how it should be worded in monitoring reports.

When working with boards, I instruct boards to pay a lot of attention to the CEO’s reasonable interpretation. When concluding the work of writing each policy the Chair, or the governance consultant, will ask the board, “Will you be satisfied with any reasonable interpretation of this policy?” If the answer is “Yes” then the work of the board in establishing this policy is done.

Now the work of the staff can proceed. Typically, this begins by the staff creating that reasonable interpretation. This is where I find some confusion about the process.

Why is this reasonable interpretation so important? I like to point out that the board’s policy likely describes the minimum that will be satisfactory to the board, and as policy, it does not have the detail of an action plan or a strategy. So, it is the CEO who decides what, exactly, will be delivered in response to the policy. The board writes the policy, but until the members read the reasonable interpretation in a monitoring report, they will not see what, specifically, will be delivered.

The confusion seems to arise as a result of the word, interpretation. Often I see that in the wording of the interpretation the CEO has rephrased the board’s policy using synonyms for the board’s words. While this may provide some information about how the staff has interpreted the policy, it does not make it clear to the reader exactly what is to be delivered.

In Policy Governance use of the word, interpretation does not mean, in other words. In the monitoring report, the part where the CEO provides the interpretation is actually a clear description of what the organization will deliver (or has delivered) in response to the board’s policy. In formulating this strategy, the CEO has been granted any reasonable interpretation of the board’s words.

The policy expresses what the board values on this subject. The interpretation in the monitoring report must be a clear description of how those values are to be realized by the organization.

In recent years advanced users of Policy Governance have added a significant new feature to this section of monitoring report: operational definitions. There is more discussion about this in the article, Express interpretations with operational definitions.

When the board members read the reasonable interpretation they should know how their policy was interpreted and what is or will be delivered. All they need to see now is the current accomplishment of that interpretation, and the data to support that, to know whether the organization is accomplishing what is should (or avoiding what is inappropriate).

© 2009 R. Ballantyne. All rights reserved. This is for your use at your computer screen. For reproduction of any kind you will need the written permission of the author.

I have heard staff members, union members, client groups, and other stakeholders complain that a board member told them that the board is not allowed to talk to them because the board is a Policy Governance® board.

Is this true?
In a word: No.

With Policy Governance, the board should be able to govern with transparency and integrity. As a general rule: as long as meetings and conversations do not subvert accountability, anyone or any group can talk to anyone or any group.

When the board decides not to use some of its precious governing time listening to an individual or a group, that is the board’s choice, not a requirement of Policy Governance.

At the same time, there are some issues relating to a Policy Governance board’s choice to listen to an individual or group. It would be helpful if those who wish to speak to the board, or lobby individual board members, understood these issues.

Review of Accountability in Policy Governance
All of the issues have to do with accountability. To review:

• The board is accountable to that cohort of the community that the board has identified, in policy, as its ownership.
• The CEO (regardless of the title of that person) is accountable to the board.
• The staff and volunteers (not including the board) are accountable to the CEO (regardless of the official title of that position).
• The board has delegated the management of staff and clients to the CEO. In doing so, the board has written specific policies regarding the treatment of staff and clients.

Ownership vs. Lobbyists
The board needs to find ways to know the mind of its owners and must be able to distinguish between the needs of the owners and the needs of lobbyists. There is often some confusing overlap between the two cohorts, which often include staff members, volunteers or clients. While it is true that the board is technically accountable to its community (the ownership), the ownership cohort seldom takes a form that can truly hold its board accountable. So, for the most part, the board is usually holding itself accountable. If it is doing its job well, it is linking with its ownership, and it is ensuring that it is adhering to its own policies regarding how it will govern.

Everyone knows the board is at the top of the hierarchy of the organization, and regardless of how open and democratic the board would like to be, the board has the ultimate authority. If I am a member of the community, the staff, the union, or anyone else who may not like the way something is happening with this organization, I know that if I can convince the board to fix my problem — as long as it is legal — the board has the power to command whatever remedy or action it chooses. Policy Governance does not deny the board the right to wield this power; but the board has imposed upon itself some policies regarding how it has chosen to delegate that authority. It is only in exceptional situations that a Policy Governance board will ‘fix’ a situation with an edict.

Listening to Staff and Lobbyists
No wonder people want to lobby the board to express their concerns with the hope that the board will solve a problem. It can.

People either want to speak to an individual board member, or they want to address the whole board. The response is not a matter of what Policy Governance allows, but what the individual board member or the whole board chooses do do. Therefore, in my opinion, it is incorrect to tell someone that they will not be heard because Policy Governance does not allow it. If the individual, or the board, chooses not to hear the individual or the delegation, it would be better to explain why the board will not listen.

Advice to board members who are being petitioned by individuals or group:

• It is seldom a good idea to turn a deaf ear to members of the community. That said, always remember that you are a fiduciary for the ‘ownership.’ You act in the interest of that cohort.
• As a member of the board, beware of becoming a champion for those who are managed or served by your staff, especially if your policies are being reasonably addressed.
• Interpret situations that arise in terms of your board’s policies. Is what you are hearing a good reason to rethink the policies? If not, explain the policy(ies) to the petitioner.
• Do not waste the board’s time. Regardless of how interesting or poignant the story is, do not bring it to the board unless it is an issue for the board. If it is covered by your policies (or the staff policies and procedures that are consistent with your policies), and it belongs to the staff, you will subvert the accountability of your CEO by interfering.
• Know your policies that deal with the treatment of staff and clients.
• Sometimes it is just good politics to hear an individual or group. That is okay as long as you do not ignore your own policies because someone is seeking a remedy from the board. Your situation may be very political, and in writing this, I know that lobby groups do not always play fair.

Advice to those who wish to take their case to the board:

• Read the applicable board policies. In what way are the existing policies not adequate? Likely the board will be interested in learning how it might write more effective policy.
• is your situation truly a special case, or is it an example of inadequate behaviour of the organization? If the board has appropriately addressed the situation in policy, and you simply do not like the way that the staff has interpreted the policy, as long as the staff’s interpretation of the policy is reasonable, the board will have reasonable grounds for declining to hear your petition.
• Have you exhausted all of the avenues that the staff has created for addressing your situation. Until you have, the board will probably not hear your case.
• You will have a right to address the board if you have exhausted the existing provisions for your case, AND you can demonstrate a legitimate reason to believe that the organization is in violation of one or more of the board’s policies.
• Don’t expect a quick fix. If your situation arose as a result of a real inadequacy in the board’s policy, the remedy will probably be that the board will change its policy. It may take a number of meetings to accomplish this. Only if your situation is urgent, and a stop-gap measure is required, would the board consider a temporary edict to deal with your situation. The board will want to write new policy so that this edict does not become policy-by-appeal.
• With Policy Governance, the board has delegated the management of staff and clients to the CEO. While the board might be persuaded to amend its policies related to this delegation, it would subvert the authority it has granted to the CEO by approving a unilateral remedy to a petitioner. The board is not likely to do that.
• Don’t waste the board’s time. Consider making your case in a written statement. Focus on the board’s applicable policies rather than your plight. The board members will be more interested in seeing that situations such as yours do not arise again than they will be in your individual case.

To summarize the issues:

• The board has the ultimate hammer: edict. Lobbyists know this. If the board chooses, it can solve the lobbyist’s problem with a resolution. Probably the board will not do this.
• The board has limited time for its job. Usually nonprofit boards are volunteers, and they are willing to give the task only a certain amount of time. To be efficient, the board must use triage to decide what it will deliberate during that time. If the board is in touch with its community, and feels that it knows what the community it serves wants, it will have little time to hear lobbyists (such as the union, an unhappy member of staff, or an unhappy client).
• If the board decides to hear a delegation or an individual, the question in the board’s mind will be, “is this situation covered by one of our policies?” If the answer is yes, the board will take no further action. If not, the only requirement is for the board to decide whether the situation calls for a new policy or an alteration to an existing one. While the board listens to the delegation, the board members as fiduciaries will be thinking: would the people we represent (owners) want us to take action? In other words, the board will be concerned more with the needs of the ownership than the plight of the delegation.

Since Policy Governance is so open and transparent, there will be many people who have a stake in the organization, who will have read the policies, and who will believe that they could write better policies or who would like the board to take unilateral action on their behalf. It is not always wise use of the board governing time to listen to all of these people. The board must listen to its ownership, and it should do this deliberately, and on its own schedule.

True knowledge of the ownership will give the board confidence in deciding whether it needs to hear from an individual or group who is trying to petition the board.

© 2007 R. Ballantyne. All rights reserved. This is for your use at your computer screen. For reproduction of any kind you will need the written permission of the author.

Technorati Tags: board, board member, Policy Governance

A monitoring report (from the CEO, a consultant, or a committee of the board) has been received. If you are following the advice in this series of articles on monitoring, each board member will have thoughtfully reviewed the monitoring report, and during the board meeting the report was entered into the boards minutes by a resolution. If, while reading the report, board members found some concerns or issues, how do they proceed? [The rest of this article is in the next pane. If you cannot see it, please click on the title.]

Technorati Tags: Monitoring, Policy Governance

If the board finds that indeed the CEO is reporting compliance and further finds that compliance with the policy is satisfactory, no further action is required.

If the results are not what the policy demanded (in other words, the staff reports a violation of the policy), the board must ask when the staff will demonstrate accomplishment of the interpretation. If the answer to that question is satisfactory, then we recommend that the policy should be amended to include the new timeline.

Note that in the case of a violation the only appropriate question from the board to the CEO is, “When will you be in compliance?” For example, an Executive Limitations policy may say that the CEO will not cause or allow the organization to be in debt. The organization may have incurred debts prior to the adoption of this policy and the CEO has noted that debt will not be satisfied until some point in the future, possibly several years. The board needs to know when the CEO expects the organization to be in compliance.

If the board is not satisfied with the report, any action the board takes should be subsequent to and separate from receiving the report.

Boards often have a different hope or expectation for the interpretation of policy even though the interpretation is reasonable. The board may find that the CEO accomplished the expected results in view of the interpretation, but the interpretation is not okay with the board. Or, the board may have given too broad a range for the interpretation. In all cases, the wording of the policy is flawed and the board’s action will be to schedule its own time to rewrite it.

If the issue is that the data do not demonstrate accomplishment of the interpretation, the board must express this, and the report must be scheduled for re-submission with appropriate data. Remember that with PG the board can demand a report at any time.

Non-Policy Governance boards are often satisfied with verbal clarifications to written reports during meetings. Your CEO may want to give you an explanation when the issues are raised; but that verbal report does not make an inadequately written report satisfactory. It must be re-written, signed and re-submitted with new and satisfactory data which completes the board’s job of diligence.

It is at the time of the presentation of monitoring reports that the board discover whether their words are really producing the required results. No one expects perfection, and there will be a time while the staff learns how to respond to the board’s policy statements. Nevertheless, repeated incidents of inappropriate policy interpretation or inadequate supportive data may be indicators of poor operational performance. If board expectations of performance are continually unmet, then CEOs should be aware that non-compliance may lead to dismissal as a legitimate business decision. We have yet to experience this situation; but we do want to underscore the significance of the board’s words in policy.

Parts of this article include small but significant changes to the process associated with receiving monitoring reports that is described in the text book by John and Miriam Carver, Reinventing Your Board. The point here is that while the PG model may not demand this level of detail, it is, consistent with the model. As part of the practice of PG, we consider it to be necessary.

This article is part of a series of articles exploring better ways of providing monitoring in a Policy Governance environment. I am grateful to have been able to collaborate with Sherry Jennings for all aspects of this project.

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© 2008 R. Ballantyne. All rights reserved. This is for your use at your computer screen. For reproduction of any kind you will need the written permission of the author.

A board may demand a monitoring report at any time. Generally, the board establishes a schedule so that all of its policies are monitored at reasonable intervals. Receiving monitoring reports is a crucial part of the board’s diligence in ensuring that the organization is achieving what it must and is avoiding what the board has said is forbidden. What, then, does the board do when the monitoring reports arrive? [The rest of this article is in the next pane. If you cannot see it, please click on the title.]

Technorati Tags: Monitoring, Policy Governance

The monitoring report will begin with a restatement of the policy (so that the board member does not have to look it up). The CEO will then provide her or his interpretation of that policy. This interpretation will include operational definitions so the reader will be able to learn both the practical application of the policy as well as the metrics that will be used to track it.

Finally the CEO (or whomever has the job of reporting) will describe the accomplishment of the interpretation. Here the board should know the current situation, complete with data to support the description.

Regardless of when a monitoring report (or a package of reports) is due, there must be time for the board members to read and understand the contents of the reports. It is unreasonable for the board to be handed the reports at the meeting where they are to be considered.

While the action taken during a board meeting, in response to monitoring reports, will seem to happen quickly, it is not trivial. It assumes that each board member has taken the time to carefully read and reflect upon the contents of each report.

When reading a monitoring report the first thing to note is the original policy as stated by the board. This the board member (the reader) will review that so as to compare that with the results of the board’s words. This is followed by the CEO’s reasonable interpretation. Here is where each board member considers whether the CEO’s interpretation of the board’s policy is truly reasonable, and whether their original policy was stated correctly.

It is important that the reader of the report should be able to trace the whole process from the policy created by the board to the current situation. If this is not possible, simply by reading the report, then the report is not adequate. If the CEO is reporting compliance with the policy, it should be obvious just by reading the report.

The last part of the report will include the accomplishment of the interpretation. Do the data provided support the assertion of compliance?

During the meeting the board members will not be asked to approve or reject the report but only to receive it as required and find that it does or does not demonstrate a reasonable interpretation of the relevant policy. In receiving the report, the board will be commenting only on the subjects of the two questions: 1) whether the interpretation is or is not reasonable and 2) whether the data confirm the reported accomplishment of the interpretation. What is important here is that the report is not being approved or rejected. It was required by policy and it is received. It must now become part of the record.

How does a board formally record a motion to receive the report?

Here is wording for the motion that is model-consistent:

The board acknowledges that on {date of receipt} the board received a monitoring report from {name and title of person accountable for providing this report}. This monitoring report demonstrates/does not demonstrate reasonable interpretation of the relevant policy(ies), and provides/does not provide data that confirms the accomplishment of the interpretation in relation to: {name and number of policies}. This report was scheduled for submission on {date} and to be prepared by {name and title} as described in Board-Management Delegation policy {name and number} or Board resolution {date}. A copy of this monitoring report is attached to the minutes of this meeting.

This is a significant change to the process of receiving monitoring reports that are suggested in the text book by John and Miriam Carver, Reinventing Your Board and to the templates that I have provided to clients. The point here is that while the PG model may not demand this level of detail, it is consistent with the model. As part of the practice of PG, we consider it to be necessary.

If the substance of a monitoring report has raised concerns in the minds of the board members, that is managed by the board after the report has been received.

This article is part of a series of articles exploring better ways of providing monitoring in a Policy Governance environment. I am grateful to have been able to collaborate with Sherry Jennings for all aspects of this project.

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© 2008 R. Ballantyne. All rights reserved. This is for your use at your computer screen. For reproduction of any kind you will need the written permission of the author.

When a Policy Governance® (PG) requires a monitoring report, the CEO will begin by stating the policy (so the reader will not have to look it up), and then will describe his or her interpretation of the policy. Note that the interpretation will include operational definitions and expected metrics.

The next part of the monitoring report will include the accomplishment of the interpretation. [The rest of this article is in the next pane. If you cannot see it, please click on the title.]

Technorati Tags: Monitoring, Policy Governance

This means that the board member, reading the report, will know how the board’s words were interpreted, what metrics are used to measure the results, and then exactly what is the current situation with regard to the board’s policy.

This is a small but significant change to the example monitoring reports that are suggested in the text book by John and Miriam Carver, Reinventing Your Board and to the templates that I have provided to clients. The point here is that while the PG model may not demand this level of detail, it is, consistent with the model, and the Carvers are now teaching it. As part of the practice of PG, we consider it to be necessary.

This article is part of a series of articles exploring better ways of providing monitoring in a Policy Governance environment. I am grateful to have been able to collaborate with Sherry Jennings for all aspects of this project.

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© 2008 R. Ballantyne. All rights reserved. This is for your use at your computer screen. For reproduction of any kind you will need the written permission of the author.

All Policy Governance® (PG) boards allow their CEO the latitude to use any reasonable interpretation of the board’s ends and executive limitation policies. A recent addition to the practice of PG requires the CEO to use operational definitions for all terms that should require metrics when expressing her or his reasonable interpretation. The board must see this information as part of all monitoring reports. [The rest of this article is in the next pane. If you cannot see it, please click on the title.]

Technorati Tags: Monitoring, Policy Governance

In the past, we (consultants) have observed that when CEOs express their interpretations of the board’s policies, they have usually interpreted the board’s words using synonyms. While this may be interesting, it does not truly provide the boards with the comfort of knowing that the interpretation is going to produce the results the members expected.

Synonyms are used by dictionaries to define words. Since even those synonyms could be open to further interpretation, something better was required to provide more precise clarification.

The solution arose, not from the world of business and governance, but from science. In 1914 P. W. Bridgeman wrote about how to eliminate ambiguity in describing experiments by requiring definitions to be expressed in terms of the laboratory procedures required to produce the results. If appropriately described, the same experiment performed in different labs, should produce the same outcomes.

A Google search for “operational definitions” will give lots of examples and explanations. Here is one: http://en.wikipedia.org/wiki/Operational_definition. It has an excellent example of an operational definition. The operational definition of a cake would be the full recipe describing the list of ingredients and the process required to prepare, bake and serve the cake.

The requirement for operational definitions means that the reasonable interpretation will contain more than anecdotal information. It will include the processes to achieve the interpretation, as well as any related metrics.

At first is may seem as if this requirement adds an additional burden of work for the CEO. Actually, the work would have to be done anyhow, so the only part that is new is that this information becomes a necessary addition to the monitoring report.

We are finding that boards really appreciate this degree of information in the monitoring reports.

This is a small but significant change to the example monitoring reports that are suggested in the text book by John and Miriam Carver, Reinventing Your Board and to the templates that I have provided to clients. The point here is that while the PG model may not demand this level of detail, it is, consistent with the model, and the Carvers are now teaching it. As part of the practice of PG, we consider it to be necessary.

This article is part of a series of articles exploring better ways of providing monitoring in a Policy Governance environment. I am grateful to have been able to collaborate with Sherry Jennings for all aspects of this project.

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© 2008 R. Ballantyne. All rights reserved. This is for your use at your computer screen. For reproduction of any kind you will need the written permission of the author.