Evan's arguments are valid. I urge everyone to read the Policy Governance
webpage to which he earlier referred us
(http://www.carvergovernance.com/model.htm) [ posted below ]. Thus far, NO model
proposed for Pacifica governance has had the amount of clarity and
empowerment of the listeners that would result from the full implementation of
the Policy Governance approach. I think it would be very easy to fill in the
blanks of this model with Pacifica's specific bylaws needs. It would pave the
way for a MORE democratic model in the future, as Evan suggests, without
having to make any radical legal changes in the present, which Carol rightly
argues should be left for a democratically elected PNB to determine.
Carol's own bylaws proposal, in proposing a single governance structure of
Pacifica with local boards serving as its committees, couold be said to presage
the advent of relatively autonomously governed local stations, with the PNB as
the coordinating and service arm of this network, and therefore is really not
that different from what Evan is proposing for the immediate circumstance, as
I understand it.
Yes, this is a very good set of guidelines for how boards should exercise
their authority -- no matter how
the directors are chosen, and no matter whether we have a centralized or
decentralized governing model.
Over the last decade or two, there has been increasing
interest in the composition, conduct, and decision-making of nonprofit
governing boards. The board-staff relationship has been at the center of
the discussion, but trustee characteristics, board role in planning and
evaluation, committee involvement, fiduciary responsibility, legal
liability, and other topics have received their share of attention.
Nonprofit boards are not alone, for spirited debate about the nature of
business boards has been growing as well. Whatever the reasons for this
intense interest in governance, the Policy Governance model for board
leadership, created by the senior author, is frequently a primary focus of
debate.
The Nature of Governance and the Need for Theory
The Policy Governance model is, at the
same time, the most well-known modern theory of governance worldwide and
in many cases the least understood. It applies to governing boards of all
types—nonprofit, governmental, and business—and in all settings, for
it is assembled from universal principles of governance. In this article,
we will focus exclusively on its use in nonprofit boards, though many
descriptions of its application in business (for example, Carver, 2000a,
2000c) and government (for example, Carver, 1996a, 1997d, 2000b, 2001) are
available elsewhere.
Governing
boards have been known in one form or another for centuries. Yet
throughout those many years there has been a baffling failure to develop a
coherent or universally applicable understanding of just what a board is
for. While comparatively little thought has been given to developing governance theory and models, we have seen management of nonprofit organizations transform itself over and over
again. Managers have moved through PERT, CPM, MBO, TQM, and many more
approaches in a continual effort to improve effectiveness. Embarrassingly,
however, boards do largely what they have always done.
We
do not intend to demean the intent, energy, and commitment of board
members. There are today many large and well known organizations that
exist only because a dedicated group of activists served as both board and
staff when the organization was a "kitchen table" enterprise. Board
members are usually intelligent and experienced persons as individuals.
Yet boards, as groups, are mediocre. "Effective governance by a board of
trustees is a relatively rare and unnatural act . . . . trustees are often
little more than high-powered, well-intentioned people engaged in
low-level activities" (Chait, Holland, and Taylor, 1996, p. 1). "There
is one thing all boards have in common . . . . They do not function" (Drucker,
1974, p. 628). "Ninety-five percent (of boards) are not fully doing what
they are legally, morally, and ethically supposed to do" (Geneen, 1984,
p.28). "Boards have been largely irrelevant throughout most of the
twentieth century" (Gillies, 1992, p. 3). Boards tend to be, in fact,
incompetent groups of competent individuals.
An
extraterrestrial observer of board behavior could be forgiven for
concluding that boards exist for several questionable reasons. They seem
to exist to help the staff, to lend their prestige to organizations, to
rubber stamp management desires, to give board members an opportunity to
be unappointed department heads, to be sure staffs get the funds they
want, to micromanage organizations, to protect lower staff from
management, and sometimes even to gain some advantage for board members as
special customers of their organizations, or to give board members a
prestigious addition to their resumes.
But
these observations—accurate though they frequently are—simply
underscore the disclarity of the board’s rightful job. Despite the
confusion of past and current board practices, we begin in this article
with the assertion that there is one central reason to have a board:
Simply put, the board exists (usually on someone else’s behalf) to be
accountable that its organization works. The board is where all authority
resides until some is given away (delegated) to others. This simple total
authority-total accountability (within the law or other external
authorities) is true of all boards that truly have governing authority.
The
Policy Governance model begins with this assertion, then proceeds to
develop other universally applicable principles. The model does not
propose a particular structure. A board’s composition, history, and
peculiar circumstances will dictate different structural arrangements even
when using the same principles. Policy Governance is a system of such
principles, designed to be internally consistent, externally applicable,
and—to the great relief of those concerned with governance
integrity—logical. Logical and consistent principles demand major
changes in governance as we know it, because these principles are applied
to subject matter that has for many years been characterized by a
hodgepodge of practices, whims of individuals, and capricious decision
making.
Such
a change is a paradigm shift, not merely a set of incremental improvements
to the status quo. Paradigm shifts are difficult to cope with, since they
often render previous experience unhelpful; they demand a significant
level of discipline to be put into effect. But if there is sufficient
discipline to use the Policy Governance model in its entirety, board
leadership and the accountability of organizations can be transformed.
It
is important that we underscore this point. Using parts of a system can
result in inadequate or even undesirable performance. It is rather like
removing a few components from a watch, yet expecting it still to keep
accurate time. Unlike the traditional practices to which boards have
become accustomed, the Policy Governance model introduces an integrated system
of governance (Carver and Carver, 1996; Carver, 1997).
Greater
effectiveness in the governing role requires board members first to
understand governance in a new way, then to be disciplined enough to
behave in a new way. Boards cannot excel if they maintain only the
discipline of the past any more than managers of this new century can
excel if they are only as competent as those of the past. Does this ask
too much of boards? Perhaps it does ask too much of many of today’s
board members. Yet there are other board members—or potential
board members who thus far have refused to engage in either the
rubber-stamping or the micromanaging they see on boards—who would
rejoice in greater board discipline.
The
Policy Governance model requires that boards become far more enlightened
and more competent as groups than they have been. If that means losing
some board members as the composition of boards goes through change, then
the world will be the better for it. The Policy Governance model is not
designed to please today’s board members or today’s managers. It is
designed to give organizations’ true owners competent servant-leaders to
govern on their behalf.
Board as Owner-Representative and Servant-Leader
In
the business sector, we can easily see that a board of directors is the
voice of the owners (shareholders) of the corporation. It is not always
apparent that nonprofit organizations also have owners. Certain
nonprofits, such as trade associations or professional societies, are
clearly owned by their members. Beyond such obvious cases of ownership,
however, it is useful to conceive that community-based agencies in the
social services, health, education, and other fields are "owned" by
their communities. In neither trade associations nor community agencies is
there is a legal equivalent of shareholders, but there is a moral
equivalent that we will refer to as the "ownership." Looking at
ownership in this very basic way, it is hard to conceive of any
organization that isn’t owned by someone or some population, at least in
this moral sense.
The
Policy Governance model conceives of the governing board as being the
on-site voice of that ownership. Just as the corporate board exists to
speak for the shareholders, the nonprofit board exists to represent and to
speak for the interests of the owners.
A
board that is committed to representing the interests of the owners will
not allow itself to make decisions based on the best interests of those
who are not the owners. Hence, boards with a sense of their legitimate
ownership relationship can no longer act as if their job is to represent
staff, or other agencies, or even today’s consumers (we will use that
word to describe clients, students, patients, or any group to be
impacted). It possible that these groups are not part of the ownership at
all, but if they are, it is very likely they constitute only a small
percentage of the total ownership.
We
are not saying that current consumers are unimportant, nor that staff are
unimportant. They are critically important, just as suppliers, customers,
and personnel are for a business. It is simply that those roles do not
qualify them as owners. They are due their appropriate treatment. To help
in their service to the ownership, Policy Governance boards must learn to
distinguish between owners and customers, for the interests of each are
different. It is on behalf of owners that the board chooses what groups
will be the customers of the future. The responsible board does not make
that choice on behalf of staff, today’s customers, or even its own
special interests.
Who
are the owners of a nonprofit organization? For a membership organization,
its members are the owners. For an advocacy organization, persons of
similar political, religious, or philosophical conviction are the owners.
There are many variations. But for purposes of this paper, we will assume
a community organization, such as a hospital, mental health or family
service agency, for which we can confidently say that the community as a
whole is the legitimate ownership. In this case, it is clear that in a
community organization, the board must be in a position to understand the
various views held in the community about the purpose of the organization.
In short, if the community owns the organization, what does the community
want the organization for?
Traditionally,
boards have developed their relationships largely inside the
organization—that is, with staff. Policy Governance demands that
boards’ primary relationships be outside the organization—that is,
with owners. This parallels the concept of servant leadership developed by
Greenleaf (1977, 1991), in that the board is first servant, before it is
leader. It must lead the organization subject to its discoveries about and
judgments of the values of the ownership.
We
have thus far referred repeatedly to the board and very little to board
members; that is intentional. Since we are now establishing the starting
point for governance thinking, it is important that we start with the body
charged with authority and accountability—the board as a group, not
individual board members. It is the board as a body that speaks for the
ownership, not each board member except as he or she contributes to the
final board product. So while we might derive roles and responsibilities
for individual board members, we must derive them from the roles and
responsibilities of the board as a group, not the other way around. Hence,
board practices must recognize that it is the board, not board members,
who have authority.
The
board speaks authoritatively when it passes an official motion at a
properly constituted meeting. Statements by board members have no
authority. In other words, the board speaks with one voice or not at all.
The "one voice" principle makes it possible to know what the board has
said, and what it has not said. This is important when the board gives
instructions to one or more subordinates. "One voice" does not require
unanimous votes. But it does require all board members, even those who
lost the vote, to respect the decision that was made. Board decisions can
be changed by the board, but never by board members.
The Necessity for Systematic Delegation
On
behalf of the ownership, the board has total authority over the
organization and total accountability for the organization. But the board
is almost always forced to rely on others to carry out the work, that is,
to exercise most of the authority and to fulfill most of the
accountability. This dependence on others requires the board to give
careful attention to the principles of sound delegation.
Since
the board is accountable that the organization works, and since the actual
running of the organization is substantially in the hands of management,
then it is important to the board that management be successful. The board
must therefore increase the likelihood that management will be successful,
while making it possible to recognize whether or not it really is
successful. This calls upon the board to be very clear about its
expectations, to personalize the assignment of those expectations, and
then to check whether the expectations have been met. Only in this way is
everyone concerned clear about what constitutes success and who has what
role in achieving it.
At
this point, we wish to introduce the chief executive (CEO) role. (Policy
Governance works in the absence of a CEO role, but the governing job is
more difficult than with a CEO.) We are not concerned whether the CEO is
called executive director, director-general, president, general manager,
superintendent, or any other title. We are, however, concerned how the
role is defined and we will use the term "CEO" to reflect the role
definition we recommend.
We recommend that the board use a single point of delegation and
hold this position accountable for meeting all the board’s expectations
for organizational performance. Naturally, it is essential that the board
delegate to this position all the authority that such extensive
accountability deserves. The use of a CEO position considerably simplifies
the board’s job. Using a CEO, the board can express its expectations for
the entire organization without having to work out any of the internal,
often complex, divisions of labor. Therefore, all the authority granted by
the board to the organization is actually granted personally to the CEO.
All the accountability of the organization to meet board expectations is
charged personally to the CEO. The board, in effect, has one employee.
It
is important that boards maintain a sense of cause and effect with respect
to their CEOs. The board creates the CEO; the CEO does not create the
board. As the board contemplates its accountability to the ownership, it
decides that creating a CEO role will be a key method in fulfilling that
accountability. It is true that a founding father or mother will sometimes
be the inspiration for a new organization, so that the board then created
occurs after rather than before the founder. If the founder becomes the
new CEO, it will seem that the CEO is parent to the board. Boards
established in this way make a grave error when they mistake an accident
of history for a proper view of their accountability. The CEO role, as
such, is even in these cases created and governed by the board (see
Carver, 1992).
Consequently,
in every case, the board is totally accountable for the organization and
has, therefore, total authority over it—including over the CEO. We can
say that the board is accountable for what the CEO’s job is and that the
CEO do the job well. But we cannot say the CEO is accountable for what the
board’s job is and that the board do its job well. Unfortunately, much
of current nonprofit practice supports this board-staff inversion. CEOs
are expected to tell their boards what to talk about (provide agendas), to
pull their boards together when there is dissension, and to orient new
board members to their job. Nowhere else in an organization are
subordinates responsible for the conduct of the superiors. Yet virtually
all nonprofit literature on governance falls into this fallacy of
CEO-centrism. "Thus, we argue, the board’s performance becomes the
executive’s responsibility," say Herman and Heimovics (1991, p. xiii),
a position we contend excuses and prolongs board irresponsibility.
We
have said being accountable in leadership of the organization requires the
board (1) to be definite about its performance expectations, (2) to assign
these expectations clearly, and then (3) to check to see that the
expectations are being met. Traditional governance practices lead boards
to fail in most or all of these three key steps.
Board
expectations—which are instructions—when they are stated at all, tend
to be unclear, incomplete, or a mixture of whole board and individual
board member expressions. Board members form judgments of staff
performance on criteria the board (as a whole body) has never stated.
Regular financial reports report against few or no criteria. Staff members
can be seen taking notes of what individual board members say, as if it
matters and as if they work for the board members rather than the CEO.
Boards decide whether CEO’s budgets merit approval when they have never
stated the grounds for approval and disapproval. Virtually every board
meeting—other than in Policy Governance boards—is testimony to
carelessness of delegation and role clarity.
Traditional
governance allows boards to instruct staff by the act of approving staff
plans, such as budgets and program designs. When the board has approved a
staff recommendation, doesn’t the resulting approved document become a
clear board instruction? Actually, it does not. For example, when a board
approves the CEO’s personnel policies or budget, does it really mean as
an instruction every tiny segment of that document? Does every budget line
and the smallest issues of a program plan become a criterion on which the
CEO will be judged? Certainly not. Even the most micromanaging board does
not go that far. But to what level of detail should the CEO treat the
approved document as being a board instruction, therefore a criterion for
evaluation? The tradition-blessed habit of board approvals is a poor
substitute for setting criteria, then checking that they have been met.
Board approvals are not proper governance, but commonplace examples of
boards not doing their jobs.
What
about the clear assignment of expectations to a person or persons? In
conventional practice, boards’ delegation to a CEO is frequently
compromised by delegating the same responsibilities more than once or by
delegating to around the CEO to sub-CEO staff. An example of the former is
when a board charges the CEO and a board finance committee for financial
decisions. Delegating around the CEO occurs either when a board gives
instructions to the financial officer or other person who reports to the
CEO or when a board itself judges the performance of sub-CEO staff.
Finally,
in the absence of clear instructions or clear assignment, evaluating
performance is an exercise in futility. Yet boards receive volumes of
information that purports to monitor organizational performance. The sheer
amount of information masks the fact that proper monitoring is still not
occurring. Because monitoring performance is the systematic disclosure of
whether board expectations have been met, monitoring that is fair and
incisive can only occur after clearly stated and clearly assigned board
expectations.
Using the Ends/Means Distinction
The
point was made earlier in this paper that the board is accountable that
the organization works. Clearly, the word "works" must be defined;
defining it establishes the board’s expectations for the organizations,
the performance that will constitute success. The board need not control
everything, but it must control the definition of success. It is possible
to control too much, just as it is possible to control too little. It is
possible to think you are in control when you are not. The zeal of a
conscientious board can lead to micromanagement. The confidence of a
trusting board can lead to rubber stamping. Defining success is a matter
of controlling for success, not for everything. How can a board control
all it must, rather than all it can?
Boards
have had a very hard time knowing what to control and how to control it.
Policy Governance provides a key conceptual distinction that enables the
board to resolve this quandary. The task is to demand organizational
achievement in a way that empowers the staff, leaving to their creativity
and innovation as much latitude as possible. This is a question of what
and how to control, but it is equally a question of how much authority can
be safely given away. We argue that the best guide for the board is to
give away as much as possible, short of jeopardizing its own
accountability for the total.
What
is there to control? In any organization, there are uncountable numbers of
issues, practices, and circumstances being decided daily by someone. The Policy Governance model posits that all of these decisions can be
classified as those that define organizational purpose, and those that
don’t. But the model calls for a very narrow and careful definition of
purpose: it consists of what (1) results for which (2) recipients at what
(3) worth.
Let
us define these more fully: Some decisions directly describe the intended
consumer results of the organization, for example, reading skills, family
harmony, knowledge, or
shelter from the elements. Some decisions directly describe the intended
recipients of such results, such as adolescents, persons with severe
burns, or low income families. Some describe the worth of the intended
results, such as in dollar cost or priority against other results.
In
Policy Governance, this triad of decisions is called "ends." Ends are
always about the changes for persons to be made outside the organization,
along with their cost or priority. Ends never describe the organization
itself or its activities. For example, the professional and technical
activities in which the organization engages are not ends. In a school,
for example, which students should acquire what knowledge at what cost are
ends issues. Ends are about the organization’s impact on the world (much
like cost-benefit) that justify its existence.
Any
decision that is not an ends decision is a "means" decision. In that
same school, the choice of reading program, teachers’ credentials, and
classroom arrangement are means issues. Most decisions in an organization
are means decisions; some are very important means. But even if a decision
is extremely important, even if it is required by law, even if it is
critical to survival, unless it passes the ends test (designation of
consumer results, which consumers, or the worth of consumer results), it
is not an ends decision. Hence, means include personnel matters, financial
planning, purchasing, programs, services and curricula, and even
governance itself. No organization was ever formed so it could be well
governed, have good personnel policies, a fine budget, sound purchasing
practices, or even nicely planned services, programs or curricula.
The
ends/means distinction is critical. Many boards claiming to use the model
routinely confuse the Policy Governance meaning of ends and means, thereby
sacrificing much of the benefit the model can give. For example, means is
not synonymous with "administration" as some have misinterpreted
(Herman and Heimovics, 1991, p. 44). Ends is not synonymous with
"strategic plan," as others have misinterpreted (Murray, 1994). The
ends/means distinction is not comparable to any other distinction used in
management or governance; it is not parallel to policies/procedures,
strategies/tactics, policy/administration, or goals/objectives. Indeed,
ends may include very small and specific decisions about a single
consumer, while means may include very important programmatic decisions as
well as how a board constructs its committees. The ends/means distinction
is exclusively peculiar to Policy Governance (with the possible exception
of Argenti, 1993) and, therefore, is governed by Policy Governance
principles. In Policy Governance,means are means simply because they are not ends.
Are
ends the same as mission? Unfortunately, the answer is usually "no,"
because mission statements have not traditionally had to conform to the
definition we have given ends. Consider the following mission statement of
a mental health center: "The mission of the XYZ Center is to be a
responsible employer, providing quality mental health services in a
cost-efficient manner." This statement—quite acceptable in traditional
governance—is entirely means, no ends. This organization can fulfill its
mission even if consumers’ lives are not any better. In contrast,
consider this broad statement of ends: "The XYZ Center exists so that
people with major mental illness live productive lives in an accepting
community at a cost comparable to other providers." In the latter,
unless the targeted group are benefited in the required way, the
organization is not successful, no matter how good an employer it is and
no matter how much "quality" its services have. Notice that the cost
component in the first statement is the cost of staff activity (services),
while in the second statement it is the cost of consumer results.
No
matter how central ends are to the organization’s existence, however,
because the board is accountable for everything, it is accountable for
means as well. Accordingly, it must exercise control over both ends and
means, so having the ends/means distinction does not in itself relieve
boards from any responsibility. The ends/means distinction does, however,
make possible two entirely different ways of exercising control, ways
that—taken together—allow the board to have its arms responsibly
around the organization without its fingers irresponsibly in it, ways that
for the staff maximize accountability and freedom simultaneously. The
board simply makes decisions about ends and means—that is, it controls
the organization’s ends and means—in different ways, as follows:
- Using input from the owners, staff, experts and anyone in a position to increase the board’s wisdom,
the board makes ends decisions in a proactive, positive, prescriptive way.
We will call the board documents thus produced "Ends policies."
- Using input from whoever can increase board wisdom about
governance, servant leadership, visioning, or other skills of governance
and delegation, the board makes means decision about its own job in a
proactive, positive, prescriptive way. We will call the board documents
thus produced "Governance Process policies" (about the board’s own
job) and "Board-Staff Linkage policies" (about the relationship
between governance and management). Both of these categories are means,
but they concern means of the board, not the staff.
- Using input from whoever can increase its sense of what can
jeopardize the prudent and ethical conduct of the organization, the board
makes decisions about the staff’s means in a proactive, but negative and
boundary-setting way. Because these policies set forth the limits of
acceptable staff behavior, that is, the unacceptable means, we will call
the board documents thus produced "Executive Limitations policies."
At
this point in our argument, we have used the ends/means concept to
introduce new categories of board policies. These categories of board
policies are exhaustive, that is, no other board documents are needed to
govern except bylaws. (Articles of incorporation or letters patent are
required to establish the nonprofit as a legal entity, but these are
documents of the government, not the board.) We will not discuss bylaws
here, except to say they are necessary to place real human beings (board
members) into a hollow legal concept (the corporate "artificial
person") (Carver, 1995). However, so that we might continue to discuss
the concepts represented by the words "ends" and "means," yet
distinguish the titles of policy categories, we will capitalize Ends,
Executive Limitations, Governance Process, and Board-Staff Linkage.
The
negative policies about operational means requires further discussion.
Here is the logic: If the board has established Ends and has determined
through monitoring that those Ends are actually accomplished, it can be
argued that the staff means must have worked. In other words, the means by
which Ends were accomplished, though interesting, is of little importance
to the board. This logic is largely accurate, but there is an important
problem with it. Some means can be unacceptable even if they do work.
Means that are effective, but still "unacceptable" are ones that are
improper treatment of people or assets, that is, means that are imprudent
or unethical. Consequently, although there is no reason for a board to
control staff means decisions for reasons of effectiveness, there is
reason to control staff means for reasons of prudence and ethics.
Whoever
is directly responsible for producing ends must decide which means to use.
That is, one must be prescriptive about one’s own means. But the board
is not charged with producing ends, only with defining them. It is to the
board’s advantage to allow the staff maximum range of decision-making
about means, for skill to do so is exactly why staff were employed. If the
board determines the means of its staff, it can no longer hold the staff
fully accountable for whether ends are achieved, it will not take
advantage of the range of staff skills, and it will make its own job more
difficult. Happily, it is not necessary for the board to tell the staff
what means to use. In Policy Governance the board tells the staff
or—more accurately—the CEO what means not to use!
Therefore,
it is the board’s job to examine its values to determine those means
which it does not want in its organization, then to name them. The board
can then tell its CEO that as long as the Ends are accomplished and the
unacceptable means do not occur, the CEO can make all further decisions in
the organization that he or she deems wise. It is in this way that
extensive, albeit explicitly circumscribed, authority is granted to the
CEO. Effectiveness demands a strong CEO; prudence and accountability to
the board demand that the CEO’s power be bounded.
This
unique delegation technique has a number of advantages. First, it
recognizes that board interference in operational means makes ends harder
and more expensive to produce. Therefore, delegation which minimizes such
interference is in the board’s interest. Second, it accords to the CEO
as much authority as the board can responsibly grant. Therefore, there is
maximum empowerment inside the organization to harness for ends
achievement. Third, it gives room for managerial flexibility, creativity
and timeliness. Therefore, the organization can be agile, able to respond
quickly to emergent opportunities or threats. Fourth, it dispels the
assumption that the board knows better than the staff what means to use.
Therefore, the board does not have to choose between overwork and being
amateurs supervising professionals. Fifth, in this system all means that
are not prohibited are, in effect, pre-approved. Therefore, the board is
relieved from meticulous and repetitive approval of staff plans. Sixth,
and perhaps most importantly, by staying out of means decisions, except to
prohibit unacceptable means, the board retains its ability to hold the CEO
accountable for the decisions that take place in the system.
Thus,
when we say a board is responsible that its organization works, we simply
mean that the organization (1) accomplishes the intended results for the
intended people at the intended cost or priority—expressed in the
board’s Ends policies; and that it (2) avoids unacceptable methods,
conduct, activities, and circumstances—unacceptable means expressed in
the board’s Executive Limitations policies.
Expressing Expectations in Nested Sets
We
have established that Policy Governance boards express their expectations
for themselves and for their organizations in four categories of board
policies: Ends, Executive Limitations (the unacceptable means), Governance
Process, and Board-Staff Linkage (the latter two are board means divided
into two parts). The separation of organizational values into these
categories is a major organizing principle for governing boards. These
four categories completely embrace all possible organizational values
(except those more pertinent to articles of incorporation/letters patent
and bylaws)—no other policies or documents are needed. But another
feature must be added to enable the board to address its desired level of
specificity within these categories.
To
ensure precision as well as completeness in policy-making, Policy
Governance provides an additional principle, one which recognizes the
varying sizes of issues and values. One Ends statement of a nonprofit
board may be that persons without shelter should have adequate housing.
Another may be that families with school age children should have housing
that allows children of different genders to sleep in separate rooms. It
is easy to see that the second example is more detailed, or
"narrower," than the first. Notice that these two statements can be
pictured as a set of nested bowls, in that the first is a broader value
that includes the second one within it. Even more detailed choices exist
within the second level, and so on to third, fourth, and more bowls until
the specificity reaches a level where Mr. Smith rather than Mr. Jones gets
a particular amount of shelter next week.
Now
let’s illustrate the "nested bowls" concept with an example of
unacceptable means. One means value of a nonprofit board may be that the
CEO not allow anything imprudent, illegal or unethical. Another may be
that unbonded persons may not have access to material amounts of funds.
The first example is a broader prohibition than the second, but less
specific. Even more detailed "bowls" exist, of course, such as a
further proscription against access to more than $5,000 on any one
occasion or more than $8,000 cumulatively over a one year period.
Board
values about ends and unacceptable means, as well as the board’s own
means, then, can be stated broadly, or more narrowly. The advantage of
stating values broadly is that such a statement is inclusive of all
smaller statements. The disadvantage, of course, is that the broader the
statement, the greater is the range of interpretation that can be given to
it. To take advantage of the fact that values or choices of any sort can
be seen as nested sets, the Policy Governance board begins its policy
making in all four categories by making the broadest, most inclusive
statement first.
The
board then considers the range of interpretation that such a statement
allows, and determines whether it is comfortable with the statement being
given any interpretation that is
reasonable. If the board would be uncomfortable delegating such a range,
that is a signal that the board must define its words more narrowly,
moving into more detail one level at a time. At some point, the board will
have narrowed its words to the point that it can accept any reasonable
interpretation of those words. Now the board has reached the point of
delegation.
As
an example, consider an Executive Limitations policy in which the board is
putting certain financial conditions and activities "off limits." At
the broadest level, the board might say: "With
respect to actual, ongoing financial condition and activities, the CEO
shall not allow the development of fiscal jeopardy or a material deviation
of actual expenditures from board priorities established in Ends
policies." That covers the board’s concerns about the organization’s
current financial condition at any one time, for there is likely nothing
else to worry about that isn’t included within this "large bowl"
proscription.
However,
most boards would think such a broad statement leaves more to CEO
interpretation—even if reasonable interpretation—than the board wishes
to delegate. Hence, the board might add further details, such as saying
the CEO shall not: (1) Expend more funds than have been received in the fiscal
year to date except through acceptable debt. (2) Indebt the organization
in an amount greater than can be repaid by certain, otherwise unencumbered
revenues within 60 days, but in no event more than $200,000. (3) Use any
of the long term reserves. (4) Conduct interfund shifting in amounts
greater than can be restored to a condition of discrete fund balances by
unencumbered revenues within 30 days. (5) Fail to settle payroll and debts
in a timely manner. (6) Allow tax payments or other government ordered
payments or filings to be overdue or inaccurately filed. (7) Make a single
purchase or commitment of greater than $100,000, with no splitting of
orders to avoid this limit. (8) Acquire, encumber or dispose of real
property. And (9) Fail to aggressively pursue receivables after a
reasonable grace period.
A
given board might go into less or more detail than in this example. But in
any case, these principles stay intact: The language moves from a broad
level toward a lesser level (we showed two levels in the example just
given). The values that become policy are generated by the board’s
deliberations, not approved from a staff recommendation. The board, not
the staff, decides what to say and where to stop. No matter where the
board stops, the CEO is granted authority to use any reasonable
interpretation of the board’s words. The board can shrink, expand, or
change the content of the policy at any time, as long as it does not judge
performance retroactively.
This
view of organizational issues—as values that can be specified moving
methodically from the broadest to more narrow levels—allows the board to
manage the amount delegated. The board is always clear about the authority
being given away. The recipient of the board’s delegation is always
clear about the amount of accountability expected in return. There is a
continuum of sizes of issues upon which, in Policy Governance, the board
owns the broadest level, then successively smaller levels until it decides
to delegate, after which it is safe to allow the remaining decisions to be
made by others.
It
is often observed by other governance authors that the distinction between
what is board work and what is executive work is a naïve distinction.
There is no universal rule, they contend, to mark where board policy stops
and administration begins. Indeed, they are right as far as traditional
governance is concerned, for the conventional approach to the board job is
unable to make a policy-administration distinction that holds up in the
real world. Policy Governance, however, introduces entirely different,
more powerful conceptual tools— rigorous "one voice" clarity of
delegation using descending levels of board control within the ends/means
context. Even though there is still no predetermined or fixed point where
board work automatically becomes executive work, each board using the
principles we are describing can establish and, when necessary change, a
distinct point of delegation applicable to its own organization. It is at
that point, by the values of that
board, for that organization,
for that time, that governance
stops and "sub-governance" begins.
To
summarize the policy development sequence, Policy Governance boards
develop policies which describe their values about Ends, Executive
Limitations, Governance Process, and Board-Staff Linkage. Each policy type
is developed from the broadest, most inclusive level to more defined
levels, continuing into more detail until the board reaches the point at
which it can accept any reasonable interpretation of its words from its
delegatee. A step-by-step guide to such development of policy documents is
available (Carver and Carver, 1997). Ends and Executive Limitations are
delegated to the CEO, who is held accountable by the board for
accomplishing any reasonable interpretation of the boards expectations in
these areas. Governance Process and Board-Staff Linkage policies are
delegated to the board Chair, who is given the authority to ensure that
the board governs in accordance with its own expectations of itself, using
any reasonable interpretation of the policy language.
Board Discipline, Mechanics, and Structure
It
is clear that the Policy Governance model requires a board to govern in an
organized, planned and highly disciplined manner. Boards which are
accustomed to talking about issues simply because they interest individual
board members will find agenda discipline to be a major challenge, as will
boards that rely on their staffs to supply their agendas. Not everything
is appropriate for board discussion just because it is interesting or even because the staff wants the board to make the decision.
Matters that have been delegated to the CEO should not be decided by the
board or by board committees, for in making such decisions, the board
renders itself unable to hold the CEO accountable.
Policy
Governance boards know that their job must result in the production of
three deliverables. (1) The first deliverable is a systematic linkage
between the organization and the ownership. This is not public relations.
The board connects with the ownership in order to ascertain the range of
ownership values about the purpose of the organization. If the board is to
make Ends decisions on behalf of the owners, it must know what the owners
in all their diversity think. (2) The second deliverable is written
governing policies in the four areas, using the principles we have
described. (3) The third deliverable is the assurance of organizational
performance, that is, performance which can be shown to be a reasonable
interpretation of the board’s Ends and Executive Limitations policies.
We
use "deliverables" to mean job products, outputs, or values-added.
Since these summarize the purpose for the board’s job, producing these
deliverables is what board meetings are for. In fact, the list of job
outputs can be considered to be a perpetual job description, for every
agenda is an instance of the board’s working to perform its job. A board
can decide how much, in what detail, and at what level of excellence it
will pursue its perpetual agenda in the ensuing year. By doing so, it
takes control of its own agenda, rather than allowing its agenda to be
staff-driven. Establishing its own job description and the longterm or
midterm agenda is recorded as one of the board’s Governance Process
policies. As we shall shortly point out, if the board sketches its annual
agenda only broadly, the specifics will be filled in by the board Chair,
who is charged with taking care of Governance Process details.
Accordingly,
the board must plan meetings that enable and guarantee the production of
these deliverables. Being entertained or intrigued by staff jobs is no
substitute for the board’s accomplishment of its own job. While the
board is entitled to any information it wants, it must be aware that
collecting information about staff activities and even conscientiously
listening to many staff reports does not substitute for governance. Let us
again reiterate that the board, not the staff, is responsible that a
board’s meetings fulfill its governance responsibilities.
In
taking responsibility for its own performance, the board confronts the
difficulty of acting responsibly as a group of equals. Since the board is
by definition a group of peers, no one has authority over anyone else. The
first action of a group of peers is to create a position of
Chairperson—a first among equals—to help it stay on task. Although it
is important that each board member continue to take responsibility for
the board’s group behavior, the board grants the Chair extra authority
required to make rulings that keep the board on track. To stay consistent
with the superior role of the board as a group, however, in Policy
Governance the Chair only has authority that is within a reasonable
interpretation of the board’s policies on Governance Process and
Board-Staff Linkage. Hence, the Chair is truly the servant-leader of the
board (Carver, 1999).
It
is usual for nonprofit boards to expect the Chair to supervise the CEO,
but in Policy Governance there is no need for the Chair to have authority
over the CEO. Only the board has authority over staff operations, and it
exercises that authority through carefully crafted policies. It is not
only unnecessary, but harmful for the Chair to tell the CEO what the board
wants, for the board speaks for itself. Consequently, both the Chair and
the CEO work for the board as a whole, but their roles do not overlap
because they are given authority in different domains. The Chair’s job
is to see to it that the board gets its job done—as described in
Governance Process and Board-Staff Linkage policies. The CEO’s job is to
see to it that the staff organization gets its job done—as described in
Ends and Executive Limitations policies.
Board
Treasurers, as commonly used, threaten CEO accountability as well as the
one voice principle. Treasurers are typically expected to exercise
individual judgment about the financial dealings of the organization. But
Policy Governance boards do not allow Treasurers to exercise authority
over staff. (Rendering an official judgment of performance against one’s
own individual criteria has the same effect as exercising authority.) By
creating a role with supervisory authority over the CEO with respect to
financial management, the board cannot then hold the CEO accountable for
that topic. The board should accept responsibility for financial
governance (setting policy, then comparing performance) and require the
CEO to be accountable for managing finances so that performance compares
favorably to policy. The typical use of a Treasurer, when a Policy
Governance board is required by law to have one, is to assist the board in
making financial policy, never to judge CEO compliance against the
Treasurer’s own expectations. For more thorough treatment of the
board’s role in financial oversight, including commentary on the
Treasurer and finance committee, see Carver (1991, 1996b).
In
keeping with the "one voice " principle, the board can allow no
structures or practices in which board members or board committees
exercise authority over staff, any function of staff, or any department of
staff. Typical nonprofit boards have a myriad of traditions that violate
the one voice principle, such as placing the Chair between the board and
the CEO. So it is common for boards to underestimate the amount of board
member interference in operations. Such interference, even when
well-intended, undermines the board’s ability to hold the CEO
accountable, for the CEO can argue that his or her actions were taken in
compliance with a board member instruction.
Advice
is a concept often carelessly used in nonprofit boards. This seemingly
innocuous and well-intended practice can have the same deleterious effect
as direct instruction by individuals or committees. It is common for the
board, board committees, or individual board members to give advice to
staff. But advice, if it is really advice, can be rejected. If staff has
any doubt that advice given by the board or one of its components cannot
safely be turned down, the clarity of board-to-staff delegation will be
undermined. Policy Governance boards refrain from giving advice or
allowing their members to give advice unless advice is requested. This
protects the board’s ability to hold the CEO accountable for his or her
own decisions. The CEO and any of the staff can request advice if they
need it, and they can request it from wherever they wish.
Traditional
boards frequently create committees to assist or advise the CEO or staff,
such as committees on personnel, finance, program, property maintenance,
and other such staff means issues. In Policy Governance, such committees
are illegitimate. They constitute interference in the CEO’s sphere of
authority and accountability, and damage the board’s ability to hold the
CEO accountable.
If,
for example, the staff wishes to have an advisory committee, it is
perfectly free to create one, then to use the advice or not as it deems
wise. If, however, the board controls the mechanism of advice, a very
different relationship between advisors and advisees is established. The
wisest route is for the board to govern and leave advice and advisory
mechanisms to the staff’s own initiative. This way the staff gets all
the advice it needs, role clarity and accountability are maintained, and
board members are frequently spared unnecessary work.
Policy
Governance boards use committees only to help the board to do its own job.
Hence, a committee which explores methods of ownership consultation about
Ends options is legitimate, as is a committee that studies possible
sources of fiscal jeopardy that the board might address in an Executive
Limitations policy. But a human resources committee that advises on or
intervenes in personnel issus is not. To request advice or assistance with
one’s own job is acceptable and does not compromise accountability, but
to foist help or advice on subordinates is not only unnecessary but
destructive of accountability as well.
Policy
Governance takes seriously the normally rhetorical assertion that boards
be visionary and provide long term leadership. The discipline required for
this challenge cannot be overstated. In fact, Policy Governance has been
criticized as a "heroic board" model that is romantically idealistic!
Yet boards do, in fact, have a critical job to do; no amount of helping
staff can substitute for
getting its own job done. Boards must persevere with the arduous, complex
task of describing purpose and ethics/prudence boundaries. Forming those
values into clear policies is far harder than telling the staff how to do
its job. Speaking proactively for the ownership requires strong commitment
not to take reactive refuge in rituals, reports, and approvals.
This
requires board member expertise relevant to governance, not management.
Board members should no longer be recruited based on their having skills
that mirror the skills of staff. Governance excellence requires members
who can think conceptually and with a long term perspective, able to
welcome a diversity of opinions but abide by group decisions. They must be
able to speak on behalf of the ownership rather than merely from their own
or some splinter group perspective. They must place organizational
accountability above personal gratification. They must be able to view the
board’s task of assuring performance at arm’s length—through setting
expectations (using the ends/means principle and values viewed as
descending "bowls"), delegating pointedly (to a CEO if possible), and
monitoring. And it is to the function of monitoring or evaluation that we
turn now.
Evaluation
Evaluation
of performance is not extraneous to the board’s job. It is as integral
to the board’s job as it is to any manager’s. But, as we have shown,
proper evaluation is impossible unless the board has first stated its
expectations and assigned them to a specific delegatee. That is,
evaluation of staff performance cannot occur appropriately unless the
board has done its job first.
Moreover,
if the board has a CEO, the results of proper evaluation of organizational
success is the only fair evaluation of CEO performance. Since the CEO’s
job is to see to it that the organization meets the board’s
expectations, there is nothing more and nothing less to evaluate when
assessing the CEO. Thus, the board’s evaluation of organizational
performance is the same as board evaluation of CEO performance (Carver,
1997a). Monitoring the evaluative data, as we shall see, is an ongoing
activity—perhaps as frequently as monthly—and the board may wish to
have a formal evaluation of the CEO once each year. However, the CEO’s
formal evaluation is only a summary of the accumulated monitoring data,
not something in addition.
But
let us consider the monitoring or evaluative information itself. Not all
information is useful in monitoring performance. There are two types of information
that are useful for other purposes, but not for monitoring: one is information for
board decisions, the other is information simply to satisfy board members'
casual interest. To
examine evaluation or monitoring, we must first separate out these two
types of information, for they do not qualify as monitoring against pre-established
criteria.
First,
information for board decisions is needed in order for the board to make
wise policy in the first place. To create policies that are both realistic
and demanding, boards require information from a variety of sources. These
sources include staff, owners, experts, associations to which the board
may belong, and others. This information is required for the board’s own
decision-making and does not judge staff accomplishment. Boards should
invest a great deal of energy in gathering wisdom, spending perhaps half
their time in becoming educated. So information for board decisions is
essential for board performance, but not for monitoring staff performance.
Second,
information for board interest is information about the organization or
its environment that is not useful for board decision-making, but is of
political, social, or technical interest to board members. This
information does not include data that directly measure the degree of
staff performance on board expectations, for that would qualify it to be
called true monitoring information. This kind of information is incidental
to the board’s job of monitoring, but comprises most of what most
traditional boards receive. There is nothing wrong with boards getting all
the incidental information they want, but there is something very wrong
with the delusion that they are at that time doing their job. In
traditional governance, most staff reports, including most financial
reports and reports that purport to be "evaluation" are incidental
information simply because they are not data compared with previously
stated board criteria.
Monitoring
or evaluative information must speak directly
to whether board expectations are being fulfilled. Consequently, it is
always related to expectations set by the board in its Ends and Executive
Limitations policies. This discipline not only makes it unnecessary for
the board to trudge through the mountains of data staff are able to
assemble, but it keeps evaluation fair. After all, it is only right that
the CEO should know ahead of time the criteria on which he or she will be
judged. Since monitoring information is only that information that
describes actual performance compared to expected performance, it is
evident that most reports collected, examined and approved by traditional
boards constitute interesting information, but cannot be said to be
effective monitoring reports. For example, boards that gravely approve (or
accept) financial statements thinking they have thereby exercised
fiduciary responsibility are simply engaging in a meaningless ritual, for
without criteria they don’t even know what in those reports would have
been disapprovable.
When
monitoring is defined as we have done here, reports tend to be
straightforward and transparent. Each board member can follow the link
from board criteria to management data, for the report is not cluttered
with incidental information. Monitoring is not nearly as difficult or
time-consuming when boards know what performance they are expecting to see
proven. Monitoring is thus more exact and, simultaneously, requires
negligible board meeting time. In fact, we recommend that monitoring data
be mailed to board members, thereby preserving valuable meeting time for
board education and deliberation. Getting monitoring largely out of board
meetings allows those meetings to focus on creating the future rather than
reviewing the past, because inspection of the past is now safely
routinized. For each Ends and each Executive Limitations policy, the board
will have set a frequency and a method of monitoring, after which the
process runs automatically. The choice of method will be a report from the
CEO, judgment by a disinterested party (for example, an auditor),
or—less frequently—direct board inspection of organizational practices
or circumstances. It turns out to be rare that monitoring needs to be
discussed in the board meeting, except for board members to affirm that
they have received and read the mailed reports.
To
illustrate the nature of what is reported in a Policy Governance
monitoring report, we will use two items from an Executive Limitations
policy already shown. In that policy, among other unacceptable means, the
CEO was told he or she cannot (1) expend more funds than have been
received in the fiscal year to date except through acceptable debt and (2)
indebt the organization in an amount greater than can be repaid by
certain, otherwise unencumbered revenues within 60 days, but in no event
more than $200,000. Here is what the monitoring data might look like for
these two provisions: Item
1: Through the end of May, $3,694,800 has been expended. Receipts in the
same period were $3,654,728. The shortfall of $40,072 was offset by a
$60,000 short term loan. Item 2: Total debt is a 45 day working capital
loan for $60,000 incurred on May 25. Revenues of $75,000 from our
foundation grant, guaranteed by letter of May 5, are not otherwise
encumbered and will be used, in part, to retire the debt prior to due
date.
Notice
that the data are rather bare-bones, only enough to answer the question,
unobscured by incidental information. Board members should adopt a
"prove it to me" attitude, so if the information submitted is
insufficient to convince them, then more detail can be added. But the
detail must be such that directly address the criteria. For example, what
data prove the "not otherwise encumbered" statement? Obviously, the
complexities of some organizations will cause the monitoring data to have
more facets than in our simple example. Even then, however, the reported
data should be as brief as possible and maintain a razor-sharp connection
to the policy-based criteria being monitored. If more interesting,
explanatory information, other than that directly addressing the criteria,
is desired by the board or offered by the CEO, it should not clutter the
monitoring report, but be distributed separately. Board members can know
anything they wish, but they should never be in doubt about what is
disclosure of performance on the board’s criteria and what is not.
Using
similar criterion-focused reasoning, when the board seeks to evaluate
itself, it compares its actual behavior and accomplishment with the
behavior and accomplishment it committed to in its Governance Process and
Board-Staff Linkage policies (Carver, 1997b). Policy Governance boards
tend to self evaluate on a frequent basis—we recommend every
meeting—because a more sophisticated system requires continual tending.
Board Meetings
Because
in Policy Governance the board is in charge of its own job, board meetings
become the board’s meetings rather than management’s meetings for the
board. Board meetings occur because of the need for board members to learn
together, to contemplate and deliberate together, and to decide together.
Board meetings are not for reviewing the past, being entertained by staff,
helping staff do its work, or performing ritual approvals of staff plans.
As a result, many board meetings may not look like traditional board
meetings at all, but learning and studying sessions or joint meetings with
other boards, particularly in communities where boards rarely talk with
each other.
The
CEO is always present, but is not the central figure. Other staff might be
present when they have valuable input on matters the board is to decide.
For community boards, with rare exceptions meetings would be open—not to
please the law, but because a board commitment to transparency. The board is not merely a body to confirm
committee decisions, but the body that makes the decisions. Board
committees might be used to increase the board’s understanding of
factors and options, but never to assume board prerogatives or remove
difficult choices from the board table. In contrast to the old bromide
that "the real works takes place in committees," in Policy Governance
the real work takes place in the board meeting.
Board
meetings should thus be more about the long term future than the present
or short term future . . . more about ends than means . . . more about a
few thoroughly considered large decisions than many small ones. And by
their very character, meetings should demonstrate that the board’s
primary relationship is with owners, not with staff.
Summary
The
Policy Governance model recognizes that any governing board is obligated
to fulfill a crucial link in the "chain of command" between
owners—whether legal or moral in nature—and operators. The board does
not exist to help staff, but to give the ownership the controlling voice.
The board’s owner-representative authority is best employed by operating
as an undivided unit, prescribing organizational ends, but only limiting
staff means, making all its decisions using the principle of policies
descending in size. The model enables extensive empowerment to staff while
preserving controls necessary for accountability. It provides a
values-based foundation for discipline, a framework for precision
delegation, and a long term focus on what the organization is for more than what it does.
The
Policy Governance model provides an alternative for boards unhappy with
reactivity, trivia, and hollow ritual—boards seeking to be truly
accountable. But attaining this level of excellence requires the board to
break with a long tradition of disastrous governance habits. And it offers
a challenge for visionary groups determined to make a real difference in
tomorrow’s world.
For
boards unhappy with reactivity, trivia, and hollow ritual—boards
determined to be accountable for making a real difference in tomorrow’s
world—Policy Governance offers a visionary challenge. But transforming
today’s reality into tomorrow’s possibility requires a radical break
from a long tradition of comfortable, but disastrous governance habits.
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