Governing time 1 – the oversight is done

In order to attend to its fiduciary responsibilities of oversight most boards will spend much of their meeting time reviewing staff reports, written and verbal, in order to understand what is happening in the organization. This is not appropriate behavior for a Policy Governance (PG) board. [To see the rest of this article, click the title…]

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Does this agenda look familiar?

  • Approval of the agenda
  • Minutes of the previous meeting
  • Executive Director’s Report
  • Treasurer’s Report
  • Approval of the Treasurer’s Report
  • Business arising
  • New Business
  • Adjournment

Culturally, this is what most board members in our community expect at their meetings. This is very different from a Policy Governance event.

What takes up most of the board’s time in the above agenda? It is probably the Executive Director’s Report + the Treasurer’s Report + the business arising/new business which is usually about operational matters for which the staff has demanded some board consideration and approval.

Board members who are new to Policy Governance (PG) will expect this kind of agenda, and when they don’t see it will be very uncomfortable. “I am a board member, and no one is telling me what is going on inside the organization,” they will say when the show-&-tell sessions seem to be missing.

In fact, if Policy Governance is working, this is not true. What is different is how the board and staff attend to this issue. Answering that is the point of this series of articles called, Governing time.

The two large obstacles to implementing PG are

  1. PG has to be learned. It was not taught in school, and it is not yet part of the culture
  2. The first suite of PG policies has to be created and approved by the board

The second one is a large task. If your board has done this, and you are a new board member, you will have to study and understand the force of those policies. Fortunately, the document containing those polices is not large.

If no one has yet said this to you, let me be clear about this important point: all that the board has to say to the staff is contained in those policies. Understanding how that can be true, and developing confidence in the power and completeness of those policies is part of your required-learning in the first months of your term of office. I am writing this here because, as a consultant, I do find board members who have served for some time, and have not bothered to learn this. Board members who do not learn how to effectively use PG, and attempt to try to govern by the old systems, sabotage the work of the board — even when, in their ignorance, they take up the assembly’s time while someone tries to explain to them what is going on.

Why is this point so important? In traditional governance the board has not provided the staff with a complete statement of what behavior is inappropriate, and exactly what must be achieved (the Executive Limitation policies and the Ends policies). Since those boards have not said how it shall be, they must always pay close attention to what is going on in the organization. The old-style meeting is necessary for them.

If your board has developed its suite of policies, those show-&-tell agenda items are not necessary. In fact, you will be using a much more rigorous system of oversight. Here is how it works

  1. Your board said how it must be with the Executive Limitations and the Ends policies
  2. Your board has specified the form of monitoring and when the monitoring reports are due
  3. Monitoring reports are required to be in writing (process discussed here). These are signed statements by the person accountable for producing the report
  4. Monitoring reports are distributed before the board meeting so they can be read by the board members in advance of the meeting
  5. At the meeting following the distribution of the monitoring reports, the board members are polled to indicate that they read and understood the monitoring reports.
  6. Unacceptable reports are rejected. Approval of the reports is not required.
  7. The minutes contain the monitoring reports plus the results of polling the board (I recommend naming the members)

The only time spent on oversight during a meeting is the couple of minutes polling the board.

As a result of reading a monitoring report, the following conditions may be observed by the board:

  • The monitoring reports a violation
  • The data, or the ‘reasonable interpretation’ are not convincing or acceptable
  • The monitoring shows that the board’s policy, as written, is obsolete and must be reconsidered

In the case of a violation, the board must ask when the organization will be in compliance. If the answer is satisfactory to the board, I recommend that the board amend the policy to include the target date or time period. Thereafter, if the staff members are on target to make that date, they will be able to report compliance.

If the data do not support the report, or if the report does not demonstrate that the staff is in compliance, the report must be rejected. Often the CEO will offer an acceptable explanation in the meeting. While that is interesting, it does not change the signed report. The board will point out the problem and the person responsible for writing the report must re-write it and if necessary collect new data, and resubmit, probably for the next meeting. The board must have that signed statement, not just verbal discussion.

When the monitoring shows that the staff is going in the wrong direction as a result of a board’s policy, the policy will have to be re-considered and changed. If the matter is not urgent, it can probably wait until that policy comes up for regular review. If it is clear that changes have to be made soon, the board should schedule some time in the near future.

What all of this means is that most of the oversight is managed by the staff writing appropriate monitoring reports, and the board members taking the time in advance of the meeting to study those reports and see that their policies are producing the expected results. Polling the board takes a couple of minutes. When those reports show that some discusstion and action is required by the board, that is usually managed by scheduling some future time for rewriting the policy.

Note: the title of this article begins Governing time 1 because I have outlines for four more essays on the subject of how the board uses its time. They will be written and posted here when I find the time.

© 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.

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