The board’s job description

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.

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