So you have been asked to join a Policy Governance board
You may have served on boards before, but the culture of a Policy Governance board may be new to you. Consider these points as you prepare for your first meeting. This article does not replace reading a complete text on Policy Governance. [click the title if you cannot see the rest of this article…]
There is much to read at Governing.ca about the differences between traditional governance and Policy Governance. I recommend that you begin with The Primary Differences Between Traditional Governance and Policy Governance.
What does this all mean for you, as you prepare for your first Policy Governance (PG) board meeting?
In recent years many boards have turned to PG because it offers boards the means to govern with integrity and transparency. With the many news stories of poor governance, some boards welcome a better way even if it requires learning new systems. Nevertheless, PG is still new in our culture, and most people don’t know what to expect or how it works. If you are reading this, then PG may be new to you.
Your first job as a PG board member will be to learn the essentials of PG so that you can participate fully and productively in the board’s processes. This is urgent, because if you try to act as you have on other boards, you will waste the group’s valuable time and you will be enormously frustrated as the other members seem to be talking about issues that might seem irrelevant to you.
I find that the hardest part for new PG board members is just understanding the role of a PG board. Here are some features of a PG board meeting that may cause you concern:
- This group will not be focused on discussing recent organizational events and activities of the staff.
- Board members will not be providing counsel to the senior staff.
- The board will not be approving staff plans, actions, reports and financial statements.
In case you are concerned that these activities must be important to a responsible board member, I will return to these points at the end of this article.
Here is a phrase someone will say to you when you ask about the PG board’s role:
“the job of the board is to see to it that, on behalf of whomever the board perceives to be the ownership, the organization achieves what it should and avoids situations and conduct that are unacceptable.”
This is a loaded statement, and I’ll review the parts of it.
As a board member you govern “on behalf of whomever the board perceives to be the ownership.”
The wisdom of the board is not in the cleverness, experience and vision of the members of the board. The board’s wisdom is in its knowledge of the ownership and what that ownership would have board do if the ownership were as informed as the board. When the board is in doubt as to what course is appropriate, the question to ask is, “What would they have us do?” And who are they? The ownership. The answer should be in the board’s overarching Governance Process policy. That policy probably begins with words like, “The purpose of the board, on behalf of _____.” The place in your policy where I just typed a blank should articulate for whom the board speaks. Boards that don’t know what the ownership would have the organization achieve must make it their business to find out.
PG board members must leave their personal ambitions and visions for the organization at the door and always act on behalf of the ownership.
The organization achieves what it should
As a matter of policy, the board ensures that the organization “achieves what it should.”
The pro-active aspect of PG is writing the Ends policies that describe what the organization must achieve. This is a strange role for many new PG board members (and should not be confused with traditional visioning and strategic planning exercises). Since your board is responsible for Ends, it is no longer enough to just oversee the running of the organization. With PG, the words of the board have the power to create benefits for a segment of the community. The board has an obligation to decide what the organization must achieve and then use its policies to hold the staff accountable for delivering those benefits. This is about being visionary in a practical sense. Ensuring that the Ends continue to be appropriate and that the organization delivers them is your responsibility as a PG board member.
Avoid situations and conduct that are unacceptable
As a matter of policy, the board ensures that the organization “avoids situations and conduct that are unacceptable.”
There are two aspects of this that are important to a new PG board member. First, the board does not tell the staff what to do, or how to do it. The staff is 100% accountable for strategy and action plans, and the board does not meddle. Action plans and budgets are not approved by the board. Second, with regard to actions — what your board may refer to as means — the board ensures that the staff acts ethically and prudently through its Executive Limitation policies. Essentially, the board says to the staff, “As long as you don’t do those things that we have said are forbidden, you have 100% freedom to use your creativity to accomplish what you must.”
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Can the mere words of a policy make a real difference?
Yes, if the PG board does its job.
First, write the Ends and the Executive Limitation policies with the understanding that you are creating a real future, and that you will be holding the staff accountable for what the words of your policies say. The inspirational language that is often found in mission statements and vision statements is not adequate here. The meetings held to write these policies may feel like those old strategic planning sessions, but these policies are not just words-of-inspiration; they are direction.
Second, attend to the monitoring reports. Your board will have created a schedule so that someone is required to give you written reports on every Ends and Executive Limitation policy. You must read those reports carefully. Monitoring reports are not casual information. As a board member you may or may not have to act as a result of a monitoring report; you should study the monitoring reports and think this out before attending your next board meeting. Here are the possible outcomes of reading the reports.
The questions to ask yourself as you read a monitoring report are:
- Is the staff’s interpretation of our policy reasonable? With your policies, you have granted the staff any reasonable interpretation of your words. If the staff’s interpretation is not reasonable, the board must reject the report. With an inappropriate interpretation, the staff’s action plan cannot produce the needed results. This is not a common situation. More often, when a board discovers how the staff has interpreted the policy, and determined that it is not the interpretation that the board considers desirable, it is the wording of the policy that is flawed. In this case the board will have to schedule time to rewrite it.
- Are the reported results appropriate or on target? 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 achieve compliance. Note this: in the case of a violation the only appropriate question from the board to head-of-staff is, “When will you be in compliance?” If the answer to that question is satisfactory, I recommend that the policy be amended to include the new timeline.
- Do the data provided confirm the reported results? Interesting data are not good enough. You don’t need to worry about the validity of the data because, when the board chose who would write the report, presumably the board picked someone trustworthy. The issue is whether the data confirm the report. If the data do not, the report must be rejected and resubmitted. Non-PG boards are often satisfied with a verbal report. Your CEO may want to give you an explanation in the meeting, but that verbal report does not make an inadequately written report satisfactory. It must be re-written, signed and resubmitted with new and satisfactory data.
During the meeting, this crucial monitoring activity will happen so quickly that, as a new board member, you may not notice its significance. Since, in advance of the meeting, the staff have spent considerable time preparing the monitoring reports, and since each board member will have fully reviewed the reports, there is little to do in the meeting. The chair will poll the board to ensure that the members have read and understood the reports. The results of that poll, along with the monitoring reports will become part of the minuted record.
As a result of the monitoring reports, some actions may be required. After a board has been governing for a while with PG, it is not likely that monitoring reports will be rejected due to poor preparation. If the staff cannot make the targets, the appropriate response of the board is discussed in the article: When the staff cannot deliver. It is possible that the results are not what the current board would wish, in which case the wording of the policy should be scheduled for rewriting.
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What, then, is likely on the agenda of a Policy Governance board meeting?
- Knowing the ownership. How this is accomplished depends on the organization. It may involve board members holding meeting or workshops in various regions, or demanding surveys and focus groups, or some other strategy — or it may take little time when the board feels that it is in touch with the ownership.
- Writing policy, especially Ends. All of the board’s Ends should be reviewed at least annually. This is where the board will really make a difference. Ends discussions are likely part of every regularly scheduled board meeting. Some boards create a plan for their annual agenda that includes scheduled time for each of the policies. While the development of Ends is the ongoing business of the board, the wording of all of the policies should be considered at least annually.
- Holding the staff accountable. This is accomplished with responsible monitoring.
- Being informed. Most board members need to be elected; therefore is important that board members are aware of events in their organization and in the community. This is usually expected of the board. Board members usually feast on this kind of show-and-tell; see that learning about these matters is managed in as little of your governing time as possible. The staff will give you a report called “Incidental” that should provide most of this information. Avoid the temptation to discuss this at unnecessary length.
- Urgent business. The board may take on any responsibility that it chooses. There are two items that are likely to come foreword from time to time. You may require (in policy) that the CEO present you with extraordinary expenses for your approval. Please attend to this quickly. It is also the board’s responsibility to hire the CEO. This is unusual, and is beyond the scope of this article.
- Board self-evaluation. This is a brief event at the conclusion of the meeting. A member of the board reports on how well the board managed its business and attended to the Governance Process policies that the describe how the board will govern.
- Board training and mentoring. Although I’ve put this in the list for the agenda of the PG meeting, the purpose should be to schedule the time for this between the meetings. The time spent on this is not governing, but it is part of learning how to govern effectively and efficiently.
Look at how your board spends its time. To govern effectively, the board should try to devote most of its meeting time to the first two points.
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At the beginning I promised that we would return to three points.
- This group will not be focused on discussing the recent organizational events and activities of the staff. From your reading (here and elsewhere), you now know that this point has actually received much governing time. The board went to some length to write its Executive Limitations and Ends policies, and you have received signed monitoring reports that are more detailed and more to the point than those provided to traditional boards. What is missing is the time discussing it in the meeting — which should be unnecessary. There is one policy that you should be aware of, and something that as a new board member you may not have spotted. The 2nd level policy regarding fiscal budgeting and planning likely has some wording to say that the staff shall not deviate materially from the Board’s Ends priorities. In the monitoring report, the staff will have to show that the resources of the organization must be directed to your Ends. This is an important link between the Executive Limitations and the Ends policies and ensures that resources are appropriately allocated.
- Board members will not be providing counsel to the senior staff. No, you are not there to provide wise counsel. You may volunteer to do that, but not as a board member. You are there to represent the ownership, not to help staff.
- The board will not be approving staff plans, actions, reports and financial statements. You do not have to approve these because your board wrote Executive Limitation policies. You have told the staff that if they adhere to those policies, they are free to act in any way that is appropriate — without your further approval. Your rigorous attention to the substance of the signed monitoring reports will ensure that the organization achieves what it should and avoids situations and conduct that are unacceptable.
If your board has created a coherent set of policies, and if you attend to your monitoring reports, you will find that you have the ability to exercise a fine degree of control. More importantly, you have the opportunity to make a real and positive difference for the part of the community you value.
© 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.