Policy Governance Resource Guide

 

Much of this guide is based on the work of Robin Scheu

Middlebury, Vermont

And

Susan Edsall, Montana

ROUND RULES FOR EFFECTIVE MEETING PARTICIPATION

 

·                    Focus on strategic, board level issues

·                    Stay open to influence; be willing to move your stake

·                    Agree on what the important words mean

·                    Test assumptions

·                    Listen in order to understand, not in order to debate

·                    Base decisions on data

·                    Don’t just advocate; inquire

·                    Put your thinking on the table, not your finished thought

·                    Have the disagreements in the meeting

·                    Be brief: no war stories, don’t repeat

·                    Focus on interests, not positions

GROUND RULES FOR EFFECTIVE MEETINGS

 

 

Before the Meeting

 

  • Do your homework! Be prepared for the meeting
  • Call and let the Chair know if you cannot be there
  • Arrive ahead of time so that the meeting can start on time

 

During the Meeting

 

  • Stay focused on the agenda – don’t wander
  • Focus on strategic, board level issues
  • Be brief: no war stories, don’t repeat
  • Stay open to influence; be willing to move your stake
  • Agree on what the important words mean
  • Test assumptions
  • Base decisions on data

 

Discussions

 

  • Treat other members with respect, even in the face of disagreement
  • Listen in order to understand, not in order to debate
  • Put your thinking on the table, not your finished thought
  • Don’t just advocate; inquire
  • Listen without interrupting
  • Ask questions to clarify
  • Attack problems or ideas, NOT people
  • Focus on interests, not positions
  • Have the disagreements in the meeting
  • Silence is agreement

 

Successful Decision Making

 

  • I believe that others understand my point of view
  • I believe I understand others’ points of view

·         Whether or not I prefer this decision, I support it (and will not undermine it) because it was arrived at openly and fairly and is the best solution for this group or committee at this time

Focusing On Interests Not Positions

Susan Edsall

Interests define the problem

1.    The basic problem in a negotiation lies not in conflicting positions, but in the conflict between each side’s needs, desires, concerns, and fears.

2.    Your position is something you have decided upon. Your interests are what caused you to so decide.

3.    Reconciling interests rather than compromising between positions works because behind opposed positions lie many more common interests than conflicting ones.

How do you identify interests?

1.    A position is likely to be concrete and explicitly; the interests underlying it may well be unexpressed, intangible, and perhaps inconsistent.

2.    Ask “why?”

·         Put yourself in their shoes and for each position they take ask “why?”

·         The answer must be one the other would articulate, not a pejorative assessment that you make

3.    Ask “why not?” Think about their choice.

·         What interests of theirs stand in the way?

·         If you are trying to change their minds, the starting point is to figure out where their minds are now.

4.    Realize that each side has multiple interests

·         A common error in diagnosing a situation is to assume that each person on the other side has the same interests. This is almost never the case.

5.    The most powerful interests are basic human needs. Look for those bedrock concerns which motivate all people:

·         security

·         economic well-being

·         a sense of belonging

·         recognition

·         control over one’s life

 

Focus on Interests Not Positions
Susan Edsall

To make decisions to which all members are internally committed, members must find a solution that meets everyone’s interests.

Interests

• The needs, desires, and concerns that people have in regard to a given problem.

Positions

• Solutions

• The ways that people meet their interests

• People’s interests lead them to support a particular solution or position

The Problem

People’s positions are often in conflict even when their interests are compatible.
For example, a group is trying to solve the problem of when they meet.

 

Position

Interest

Jane

 

“I want to meet every other Monday at 7:30 a.m.”

 

Meeting early in the morning before some important customers would call

John

 

“We should meet the second day of each month.”

 

Meeting immediately after a relevant biweekly computer report became available.

Each solution is rejected because it doesn’t meet the other member’s interests. Had each member been aware of the other’s interest, either one would have been able to offer a solution that satisfied both.

An Effective Way To Solve Problems

1.    Ask each member to list the criteria that must be met for that member to accept a solution.

2.    If a member states a position (I want to meet every other Monday at 7:30 a.m.), ask “What interests do you have that lead you to favor that position?”

3.    Generate solutions that meet the various interests.

An Effective Way To Listen
When a person is advocating hard for a position, sometimes you can hear the interest behind what they are advocating. You can reduce the anxiety in the discussion if you can identify the interest: “Jane, it sounds like meeting early in the morning is what’s important to you, is that right?”

You might not be right in identifying the interest, but listening in this way will help them focus on their interests rather than their position.

Consensus

The rules

Susan Edsall

The decision making process used by many teams to make full use of available resources is consensus. With consensus, each team member should be able to accept the team decision on the basis of logic and reason. In consensus, all parties to the discussion have the opportunity to state their ideas and opinions and to feel that they have been heard.

Although consensus is commonly used to mean complete or unanimous agreement, its precise meaning is “general agreement.” Consensus is reached when all members of a group are willing to accept a decision, even when a decision may not necessarily be an individual’s first choice. The group has reached consensus when all the group members consider the approach workable and in the best interests of the group.

Consensus has been reached when all members of a group can agree on a single solution and say:

·         I believe that you understand my point of view

·         I believe that I understand your point of view

·         Whether or not I prefer this decision, I will support it because it was reached openly and fairly

To determine if the group has reached consensus ask:

·         Does everyone accept this decision?

·         Is there any opposition to this decision?

·         Can everyone live with this decision?

The objective is to bring various viewpoints, especially conflicting ones, to the surface so that they can be discussed openly.

Consensus is more about listening than about talking. Group members who have differing viewpoints need to be listened to in order to understand why you might not agree with them. Consensus cannot be reached without understanding and exploring the divergent opinions of all group members.

Guidelines teams can use in achieving consensus

Susan Edsall

1.    Use a discussion leader to ensure all points of view are heard.

2.    Avoid arguing for your own position.
Present it as lucidly and logically as possible, but listen to the other members’ reactions and consider them carefully before you press your point.

3.    Inquire of others
See that you understand what they are saying. Ask for information, clarification and explanation.

4.    Look for points of similarity.
Most groups have more agreement than they realize.

5.    Do not assume that someone must win and someone must lose.
 When discussion reaches a stalemate, examine the interests behind people’s positions. Look for the next alternative for all parties.

6.    When there are differences, look for good points in both positions.
See if the two positions (or more) can be combined to take advantage of all. A new position might include ideas of each and might yield totally new ideas.

7.    Do not change your mind simply to avoid conflict.
When agreement seems to come too quickly and easily, be suspicious. Explore the reasons and be sure everyone accepts the solution for basically similar or complementary reasons. Yield only to positions that have objective and logically sound foundations.

8.     Differences of opinion are natural and expected.
Seek them out and try to involve everyone in the decision process. Disagreements can help the group’s decision because with a range of information and opinions, there is a greater chance that the group will hit upon more adequate solutions.

 

What Are Some of the Central Philosophical Principles of Policy Governance?

Robin Scheu * Middlebury, VT

 

·        Board members must spend their time on answering future-oriented questions

·        The job of the Board members is to be the trustees of the full ownership

·        The biggest question of trusteeship is to ensure a fair swap with the community. What are you promising in return for the amount of money the community is giving you?  The central question of trustees is “what benefits, for whom, at what cost?”

·        You employ one person to be accountable for ensuring the swap – the Superintendent.  He or she is the only person you direct.

·        You don’t approve choices the Superintendent makes – you say in writing in advance what you will not put up with.  Leave choices about how to achieve the ends to the Superintendent within the constraints you establish.

·        The deliberations of the Board must add value.  The Board must be dealing with fundamental, long-term issues that require the wisdom and decision-making of a diverse group who rigorously looks at the whole.

 

Policy Governance Principles for Governing Boards

 

1.    Govern pro-actively through explicit statements of values, rather than reactively or through event-specific decisions.

 

2.    Using four categories, address board values about:

 

ENDS

what benefits, for whom, at what cost

EXECUTIVE LIMITATIONS

unacceptable practices and circumstances

BOARD-SUPERINTENDENT RELATIONS

how power is passed and accountability evaluated

GOVERNANCE PROCESS

how the board will govern and on whose behalf

 

3.    Spend most board time addressing ENDS with a long term perspective; this is the board’s major contribution to long range planning.

 

4.    Address STAFF MEANS only in a negative or constraining way in order to leave maximum freedom, but within clear limits.

 

  1. Always resolve values issues starting from the largest, granting the Superintendent authority to decide all further (smaller) issues.

 

6.    The board's job contributions or products must include:

§  Linkage with the ownership

§  Explicit governing values (policies)

§  Assurance of Executive performance

 

   They may include:

§ Donor funding

§  Legislative impact

 

7.    The Superintendent position exists to accomplish ENDS without violating constraints on EXECUTIVE LIMITATIONS - and nothing else.

 

8.    Make it routine to monitor staff performance against all board policies on ENDS and EXECUTIVE LIMITATIONS, recognizing the measurement as the evaluation of the Superintendent’s performance.

 

9.    Official board committees, if any, are to help with the board’s job, never with the staff’s.  Their best contribution is to prepare policy options (with implications) for board deliberation.

 

10.  Use board time to create the future more than to review the past, to stimulate debate on ENDS rather than MEANS and to look outside the organization more  than inside.

POLICY GOVERNANCE

 

 

 

How Does This Model Work?

 

·        Identify your ownership.

·        Set up clear constraints within which the Superintendent is free to act.

·        Establish agreements in writing about how the board agrees to govern and conduct itself.

·        Establish agreements in writing about who the Board employs (the Superintendent and how the Superintendent gets direction (from the Board as a whole, not individual Board members).

·        Answer, monitor, and re-answer “what benefits, for whom, at what cost?”

 

 

Definitions and Implications of Moral Ownership in Policy Governance

 

A. What does “moral ownership” mean in the context of Policy Governance?

 

1.     On whose behalf are we making decisions? What is the source of the board’s legitimacy?

2.     “Moral” ownership is different than “legal” ownership or “emotional” ownership.

3.     If we were to call a meeting of the stockholders of the organization, who would be there?

4.     In order for the decision making of the board to be ethical, due consideration must be given to the owners – as a whole – not as individuals.  The board’s job is not to represent the various constituencies.

5.     This “whole” will have competing interests. The board’s job is to know what these competing interests are.

6.     Identifying the ownership is not a meaningless gesture. It establishes a new level of discourse about accountability and the proper role of “pretenders” or “stand-ins” – such as staff, vocal groups, and customers.

7.     By connecting with the ownership the board is able to determine what business the organization is in – the Ends.

8.     Often the ownership doesn’t know it’s the ownership – and some people who think they are owners are not – or they are not all of them.

9.     The board defines who the consumers are and what benefits the organization should produce for them – Ends.  But it does not concern itself with the consumer complaints except, if they choose, as a way to monitor Executive Limitations.

10.  Nothing in the concept of ownership denies the importance of other interests; those other interests are just considered differently.

 

B. Why is defining the ownership important? What difference does it make?

1.   There are many, many voices clamoring for the board’s attention. The board listens to these voices differently – or not at all – depending on whether they are owners, stakeholders, or consumers. Knowing clearly who the ownership is enables the board the listen to owners in order to make decisions on their behalf.

2.   The board is established to gather the desires of multiple owners and to translate these competing wishes (short term vs. long term, emerging markets vs. historic, etc,) into strategic direction (Ends). Individual owners do not direct the board.  Owners jointly inform the board.

3.   The board’s legitimacy is not tied to any particular consumer group – but to the owners, which may or may not include particular consumer groups.  The board is not able to be accountable to its ownership if it doesn’t define who that ownership is.

4.   The board looks to the ownership in order to:    

·        Be accountable

·        Create the future

·        Clarify values

·        Educate the owners

·        Build relationships

 

C. How do we confuse the concept of ‘ownership’ with other legitimate concepts like ‘stakeholder’ and ‘consumer,’ ‘customer,’ or ‘beneficiary’?

1. Confusion between owners and stakeholders:

a     Stakeholder is a more inclusive term than owner.

b     Stakeholder concerns are a legitimate consideration in board deliberation, but should not be confused with owner concerns.

c     Obligations to stakeholders are weighted within the framework of accountability to the ownership.

 

2. Confusion between owners and customers:

a     Owners decide what the organization focuses on (doing the right thing).  Consumers say whether the delivery of that was high quality (doing things right).

b     Owners don’t have individual rights the way consumers do. Owners jointly inform the board while consumers complain or make demands or give input individually to the staff of the organization.

 

 

D. How do owners impact organizational decision-making?  How do other constituencies impact organizational decision-making?

1.   Owners jointly inform the board. The board makes decision for the whole, not for the individual constituencies within the ownership.  Owners decide what the organization focuses on (Ends).

2.   The board should listen to anyone who can increase its wisdom, but the board works for the ownership.

3.   Obligations to other stakeholders are weighted within the framework of the accountability to the ownership.

4.   The board translates competing wishes and values of the ownership into strategic direction (Ends).

 

What is Policy?

 

A policy is…

 

 

Philosophical               defines the value or perspective that underlines action

 

Explicit                          in writing

 

Current                          rescind those that are out of date

 

Literal                            mean what they say (need to be clear)

 

Centrally available       a prominent organizational document

 

Brief                              beware of too many or too long

 

Encompassing             resolves larger questions before smaller ones – there are more policies than the board has time to consider

 

Types of Policies

 

Board Accountability

Superintendent Accountability

 

 

Governance Process

 

 

 

 

Ends Policies

 

 

Board- Superintendent Relations

 

 

 

 

Executive Limitations

 

Policies

 

ENDS:

 

The board defines which human needs are to be met, for whom, and at what cost.  Written from a long-term perspective, these mission-related policies embody the board’s long-range vision.

 

 

EXECUTIVE LIMITATIONS:

 

The board establishes the boundaries of acceptability within which staff methods and activities can responsibly be left to staff.  These limiting policies apply to staff means rather than ends.

 

 

BOARD-SUPERINTENDENT RELATIONS:

 

The board clarifies the manner in which it delegates authority to staff as well as how it evaluates staff performance on provisions of the ends and executive limitations policies.

 

 

GOVERNANCE PROCESS:

 

The board determines its philosophy, its accountability, and specifics of its own job.  The effective design of its own board processes ensures that the board will fulfill its three primary responsibilities:  maintaining links to the ownership, establishing the four categories of written policies, and assuring executive performance.

 

Policy Sizes

 

Should the board be more involved or at arm’s length? The reality is that most boards feel that they should speak more specifically about some things and less specifically about others.

 

·        Develop policies to the point of specificity where you are willing to accept any reasonable interpretation – no matter what it is.

·        Resolve broad issues first before dealing with smaller issues in any category.

·        The board’s job differs from the staff job not in topic, but in level within the topic.

 

Executive Limitations

 

 

Definition:

The boundaries of acceptability of staff methods and activities that can responsibly be left to staff. These limiting policies, therefore, apply to staff means, rather than ends.

 

Answers:

              What are we concerned about?

 

Tasks:

§  Budgeting

§  Financial Condition

§  Asset Protection

§  Communication and Counsel to the Board

§  Compensation and Benefits

§  Emergency Executive Succession

§  Treatment of Staff

§  Treatment of Students, Parents, Community

 

Notes:

 

A very few, brief Board policies can govern an extensive amount of detail.  This enhances Board accountability because it saves the Board from an impossible task.

 

Executive Limitations are based on Board values, not on the trustworthiness of the Superintendent.

 

Executive Limitations state clearly what the Board would find unacceptable.  They are stated in the negative.

 

Executive Limitations are written to the level of specificity whereby any reasonable interpretation of the policy is acceptable.

Policy Type: Executive Limitations

Policy Title: General Executive Constraint

The Superintendent shall not cause or allow any practice, activity, decision or organizational circumstance which is either imprudent, unlawful, or in violation of commonly accepted business and professional ethics.

 

1.    Treatment of students, parents and community

With respect to interactions with students, parents and community or those applying to be students, parents and community the Superintendent shall not cause or allow conditions, procedures, or decisions which are unsafe, disrespectful, unduly undignified, unnecessarily intrusive or which fail to provide appropriate confidentiality and privacy.

2.    Staff treatment

With respect to treatment of paid staff and volunteers, the Superintendent may not cause or allow conditions which are unfair or undignified.

3.    Financial planning and budgeting

Budgeting any fiscal year of the remaining part of any fiscal year shall not deviate materially from board ends priorities, risk fiscal jeopardy, or fail to be derived from a multi-year plan.

4.    Financial condition and activities

With respect to the actual, ongoing condition of the organization’s financial health, the Superintendent may not cause or allow the development of fiscal jeopardy or a material deviation of actual expenditures from board priorities set in ends policies.

5.    Emergency executive succession

In order to protect the board from sudden loss of Superintendent services, the chief executive may not have fewer than two other executives familiar with board and Superintendent issues and processes.

6.    Asset protection

The Superintendent  may not allow assets to be unprotected, inadequately maintained nor unnecessarily risked.

7.    Compensation and benefits

With respect to employment, compensation, and benefits to employees, consultants, contract workers, and volunteers, the Superintendent may not cause or allow jeopardy to fiscal integrity or public image.

8.    Communication and support to the board

With respect to providing information and counsel to the board, the Superintendent my not permit the board to be uninformed or unsupported in its work.

 

_________________________________________________________________________

Board Process Policies

 

Definition:

 

o   How the Board will govern and on whose behalf

o   Philosophy, accountability, and the specifics of the Board’s job

 

Tasks:

§  Governing style

 

§  Board job description

 

§  Planning cycle and agenda

 

§  Chairperson’s role

 

§  Code of conduct

 

§  Board committee principles

 

§  Cost of governance

 

Board- Superintendent Relations

 

Definition:

 

The manner in which the Board delegates authority to staff as well as how it evaluates staff performance on provisions of the Ends and Executive Limitations policies.

 

Tasks:

§  Global linkage to Superintendent

 

§  Unity of control

 

§  Accountability of the Superintendent

 

§  Delegation to Superintendent (Job Description)

 

§  Monitoring Superintendent Performance

Ends Policies

 

Definition:

Which human needs are going to be met, for whom, and at what cost?  Written with a long-term perspective, these mission-related policies embody most of the Board’s part of long-range planning.

 

Answers:

              What benefits, for whom, at what cost?

 

 

Work might include:

 

§  Mission

§  Client or Customer Priorities

§  Product Priorities

§  Service Priorities

§  Service Accessibility

 

Notes:

 

Ends Policies define what the organization’s contribution to the world should be.

 

The Board cannot answer these questions without making meaningful, frequent, close connections to the ownership.

 

Not answering these questions is an abdication of leadership, trusteeship, and stewardship.

Monitoring

 

Principles

 

1.   The Board describes what it cares about, expects, and is worried about in its policies.

2.   If it is important enough to care about and describe, it must therefore be monitored to ensure the worries/expectations are being met.

3.   Do not expect anything that is not in policy.  If it is in policy, it must be monitored.

4.   Do not monitor in such a way that it becomes the primary time-consumer of the Board’s work.

5.   Monitoring of policy is the equivalent of evaluating the Superintendent and evaluating the Board.  There is no need for any other process for evaluating the Superintendent.  If you want to evaluate the Superintendent on other measures, they need to be established in policy and then monitor the policy.

 

 

Types of Monitoring

 

1.   Internal report

2.   External report

3.   Direct inspection

 

Purpose of monitoring

 

1.   Executive Limitation, Governance Process, Board-Superintendent Relations

a.   Hygiene/Care and Feeding

·        Are they still relevant?

·        Are the “boxes” the right size?

b.   Oversight/compliance

·        Is the executive living within the constraints we have established?

·        Is the Board living within the expectations they set for themselves?

 

2.   Ends

 

a.   To check your theory

·        Requires a “cascade of indicators” that you track

·        If this, then this, then this

b.   To be the “canary in the coal mine” regarding what is coming over the hill

·        What does this data indicate we should be thinking about now?

·        How does this data challenge us regarding where we are paying attention?

·        It should produce a set of “big questions” that become the Board’s conversation agenda for the near future

 

c.   To ensure executive effectiveness.  Monitoring ends is part of the Superintendent evaluation (monitoring Executive Limitations is the other part).  How the organization performs is how the Superintendent performs.

 

d.   Monitoring Ends is where the action is.

What to Keep in Mind About Monitoring

 

1. The policies are the criteria.

Only criteria stated in policy is monitored. The policies are the criteria for organizational performance.

2. The monitoring of criteria is a passive process that is different from the setting of criteria.

Monitoring in Policy Governance is simply the comparison of what is to the Superintendent’s interpretation of what was required.

The only judgment applied to true monitoring data is simply to determine whether the data demonstrate accomplishment of a reasonable interpretation of the requirement set out in policy.

3. “Any reasonable interpretation” means just that.

 The question a board must answer is, “Is this a reasonable interpretation?” Board members do not ask, “Would I have made that decision?” because that compares the Superintendent’s performance to an individual’s personally determined criterion rather than to the board’s previously stated expectation.

4. Policy violation can mean one of several things.

If the Superintendent has not accorded a reasonable interpretation of a policy, the board must reject the interpretation.

If the Superintendent has made a reasonable interpretation but has failed to accomplish it, the board must decide if this is a temporary and  insignificant blip that will be righted immediately or if the Superintendent is performing below the level required by the board based on a pattern that emerges through monitoring.

5. The Board is not there to help the Superintendent but to instruct and monitor the Superintendent.

If the board finds that the Superintendent is performing below the required standards, the board must continue to hold the Superintendent accountable and not help him fix the problem. If the Superintendent cannot restore performance to the required level within the time allowed by the board, the board should consider replacing the Superintendent.

6. The relevant question must be answered.

The Superintendent must provide the relevant data to the question the policy is asking, and not provide more data than is needed to answer the question.

Further, the board must not accept a reports that confirms compliance without providing data.

7. The monitoring report should contain both the Superintendent’s interpretation and the relevant data.

See sample monitoring report.

8. Monitoring reports should contain only monitoring information.

The board may wish to receive other information from the Superintendent such as decision information or incidental information, but it should not be included in the monitoring report as these types of information have a different focus.

9. If a policy is worth stating, it is worth monitoring.

If rules are set, they must be checked.. The board states at what frequency it wishes to monitor each policy. There is no need to monitor a policy at a high frequency if a lower frequency will suffice.

From Reinventing Your Board, Revised Edition, 2006. John Carver and Miriam Carver

Sample Monitoring Report

 

POLICY WORDING 2.2.2: The Superintendent shall not retaliate against any staff member for non-disruptive expression of dissent.

SUPERINTENDENT’S INTERPRETATION:

Expression of dissent is any statement by an employee that indicates disagreement with a decision made by management. Such expression is non-disruptive when:

·           There is no refusal to perform work,

·           There is no encouragement of others not to perform work,

·           It is made in a courteous and private manner, and

·           It is not made publicly including to the media.

 

Employees who disagree non-disruptively (as defined above) with management decisions may not experience retaliation from the Superintendent or any other member of management such as firing, reassignment to less desirable jobs or job hours, or initiation of a formal discipline procedure. 95% if staff should be able to report that no such retaliation occurs. This percentage is chosen because HR research at (name the credible source used as a reference) indicates that 5% of staff will always complain that management has erred or will err, regardless of the facts.

DATA

Responders to an anonymous stratified random sample were asked to report on retaliation as defined. 100% of respondents said that they were aware of no occasion in which a staff member was fired for disagreeing with management as defined. 97% reported no experience of job reassignment, and 96% reported no knowledge of formal discipline proceedings. I therefore report COMPLIANCE.

 

 

Board questions that need to be answered:

1.    Can I tell whether the board policy has been reasonably interpreted?

2.    Does that data submitted demonstrate that the Superintendent has accomplished the interpretation?

From: Reinventing Your Board, Revised Edition, by John Carver and Miriam Carver

 Information Boards Need

 

 

 

1.   Information needed to govern effectively

 

 

2.   Information needed for monitoring Superintendent or board performance

 

 

3.   Information that is incidental but necessary.  This type is neither used to make board level decisions nor to monitor Superintendent performance

 

Types of Information

 

1.   Decision Information

·        Information the Board receives in order to make decisions

·        Used solely to make Board decisions

·        Not judgmental – no measure of performance involved

·        Is prospective in that it looks to the future

·        Examples:

1.   To create a budget policy from several options

2.   To establish the qualities it desire in a new Superintendent

3.   To determine the future direction of the organization

 

2.   Monitoring Information

·        Information used to gauge whether previous Board directions have been satisfied

·        Received from the Superintendent

·        Judgmental – it intentionally measures performance against previously determined criteria

·        Retrospective in that it looks to the past

·        Answers the question – Did we do what we said we were going to do?

1.   Financial condition

2.   Board and Superintendent evaluations

 

3.   Incidental (FYI) Information

·        Information that is used neither to make decisions nor to monitor previous Board directions

·        Information received lacks criteria against which to judge

·        Too often unnecessary, occasionally useful

·        Examples:

1.   Staff reports on activities for which there is no established Board criteria

2.   State, national, or global trends that may lead to better policymaking

 

Sample Perpetual Agenda

Policy Governance FieldBook

 

Board of Directors

Notice of Meeting

Agenda

 

 

 

I.      Call to Order- Review Focus of the Meeting

II.    Minutes Approval

III.   Means Policies

IV.  Monitoring confirmation

V.   Community Connection

VI.  Ends

VII. Incidental Information (Reports)

VIII.       Consent Agenda

IX.  Board Evaluation

X.   Adjournment

 

Sample Meeting Liturgy

Policy Governance FieldBook

 

 

1.   What is the issue?


2.   How much time do we have to talk?


3.   What is needed as a result of our talking?


4.   What is the decision-making method?


5.   Where will this go from here?

Obligations of Board Members

 

 

To be effective, Directors must act as “stewards” or “trustees” by

 

§  Understanding on whose behalf the Board acts

 

§  Listening to the voice of the ownership

 

§  Thinking from a distance (with objectivity), for distance (into the future), for the benefit of others

 

§  Crafting and interpreting mission

 

§  Articulating expectations

 

§  Speaking with one voice while utilizing Board diversity

 

§  Developing explicit governing policies

 

 

 

Obligations of Staff Members

 

 

In support of the board, staff must:

 

 

§  Provide expertise to the Board

 

§  Listen to the voice of the customer

 

§  Design the programs to accomplish the mission

 

Policy Development and Board Committees

 

The only way a board can create unified policies is to do so as a whole.

 

Board committees, when they are needed to assist the board in decision making, should do pre-board work, not sub-board work.

 

What is effective pre-board work?

 

1.   Clarify what the board-level issue is.  Determining the appropriate question makes it possible to search for optional answers.

 

 

2.   Seek alternative value positions or perspectives available to the board in answer to the issue.  In other words, what are the board values around this issue? Identify and consider all possible alternatives.

 

 

3.   Determine the relevant implications of each alternative.

 

 

4.   Organize the conversation that the whole board will have around the issue, the alternatives, and implications. The committee or work group does not make a recommendation.

 

Once the pre-board work is complete, the entire board discusses the above and makes a decision as a whole.  This cycle may need to be repeated several times before the board makes a final choice.

 

 

 

 

 

(From Boards That Make a Difference by John Carver)

New Requirements of the Board to Make Policy Governance Possible

 

 

 

1.   INFRASTRUCTURE

 

Committees

-Largely ad hoc to frame issues for the Board

-NOT to oversee or help with staff work

 

Agenda

-The Board sets the agenda, not the staff

-Set an annual calendar, which is possible if you are thinking future-oriented

 

 

 

2.   PROCESS

 

Must monitor what we talk about and how we do the talking

 

Trustee role is bigger than weighing in on your opinion

 

Listening, consensus building, using data, dialogue

 

Meeting management

 

What Happens With All the Agenda Items That Currently Take Up So Much of the Board’s Time?

 

 

 

 

·        The Chief Executive decides within policy and keeps the Board informed but without seeking motions or approval

 

 

 

·        Consent agenda is used for Board votes that are required by regulation or by-laws, but which the Board no longer considers its work

 

 

 

·        Monitoring adherence to policy on a regular basis

Content of Board Meetings

 

 

 

Once Ends policies are in place the board can:

 

q  Evaluate the allocation of organizational resources

 

q  Meet with ownership representation

 

q  Meet with partners

 

q  Establish criteria by which you can measure success

 

q  Adjust ends statements in light of changes in the external environment

 

 

 

 

Once Means policies are in place the board can:

 

q  Monitor organizational compliance

 

q  Assess areas of redundancy and potential for gaps

 

q  Assess the quality of your own governance and areas for improvement

 

What Are School Boards Doing Now That Isn’t Working?

 

o   School board members represent a limited constituency or narrow agenda and do not come to the governance obligation to represent the full ownership.

o   School board agendas are dominated by issues that do not require the wisdom of 5 - 11 community members

o   School boards are so overwhelmed with “present tense” issues or crises that they never get around to focusing on future-oriented educational issues like what students must know and be able to do as a result of their education.

o   School boards become the final authority over so much that goes on in the school and in the classroom that broad-based accountability doesn’t meaningfully exist. “The board won’t let us” or “the board made us” becomes the reason du jour for whatever isn’t working.

o   School board members confuse the role of trustee in dealing with community members’ concerns with the role of ombudsman or community volunteer.

Pitfalls of the Model

 

 

·        Assuming anything controversial is Board work

 

·        Developing a policy for every issue

 

·        Failing to understand that the Superintendent can make a different choice than you personally would make and it would still be within policy

 

·        Believing that this model requires an extra dose of trust

 

·        Board members failing to exercise discipline regarding what they talk about and how they do the talking

 

·        Lack of sufficient skill in having constructive, non-defensive Board deliberations

 

·        The Superintendent not believing you mean it with executive limitations policies and coming to you with everything

 

 

Benefits of the Model

 

 

·        True trusteeship

 

·        True accountability

 

·        Increased innovation

 

·        A more interesting board job

 

·       A more interesting executive job

Mission as Mega-Ends Policy

 

Mission is the first, briefest, and broadest Ends statement.

 

It focuses on the difference the organization is to make in “consumer’s” lives.

 

Answers the questions:

·         What is this organization for?

·         How will the world be different as a result of our being in business?

 

Six characteristics:

1.    Results terminology – not the activities needed to achieve change but the change itself

2.    Succinctness – stated in a few words, no more than a sentence

3.    Authoritative generation – it comes from the board

4.    Horizontal integration – with the outside world, other boards, community

5.    Ubiquity – pervasive, on all documents, etc., repeatedly repeated, live with it

6.    Vertical integration – the theme and backbone of the organization, tied in to all goings-on, programs, connects the board job with the Superintendent job

 

Mission statements are broad enough to encompass a wide range of potential products or benefits to be produced, e.g. – cure, knowledge, skills, peace, community, housing.

 

Mission statements are broad enough to encompass a wide range of potential benefits and potential beneficiaries. Benefits (and therefore beneficiaries) can be given differing priorities.

 

Cost or relative worth, while not typically stated in the mission statement, must be addressed. How much is a given benefit worth? Does the cost exceed the value of the benefit? Can the benefit be subsidized? Which of two (or more) benefits is the best choice and therefore the higher priority?  What is the cost of not doing something?

 

 

 

 

Adapted from Boards That Make a Difference by John Carver

ENDS POLICIES REVIEW

 

 

Ends policies describe the effect an organization seeks to have on the world outside itself. 

 

What benefits, for whom, at what cost?

 

Or:

 

Results, recipients, costs

 

Ends policies do not describe activities, but rather they prescribe results, recipients, and costs.

 

Ends policies describe the “there.”

Strategic plans are usually Means - how to get from “here” to “there”

The horizon for Ends policies is over the next several years (or longer) – not the next month or year.

 

Be watchful of Means masquerading as Ends!

Means are the “how” and Ends are the “what”

 

Means policies are internally focused and most of the information that is required for their formulation is available inside the board or staff organization.

 

Ends Policies deal directly with issues of the world outside the board and the operating organization. Your board will be making hard choices about who will and who will not benefit from your organization and in what ways. Ends are about impact, and there are no right answers.

 

 

Process:

Take each statement about why we exist/what are we here for and check to see if it addresses any or all of results, recipients, or costs. Each ends statement must address at least one of these in order to be an Ends policy. Taken together, these statements will constitute your Ends Policies that address all 3 questions (what benefits, for whom, at what cost).

 

Examples:

 

Offer quality programs and services                          Entirely Means

 

Support parents of mentally ill people                                   Recipients are defined

                                                                                          But no results; support

                                                                                          Is Means

 

Help people reach their potential                                            That people reach their

                                                                                          Potential is a Result;

                                                                                          “Helping” is a Means

 

Advocate for the mentally ill                                              Recipients are defined, but no results, ‘advocate’ is Means

 

Make life enjoyable for                                                       Very close – change to

Low-functioning people                                                     “Life is enjoyable….”

                                                                                                Then results and recipients are defined

 

Responsible use of resources                                          Entirely Means

 

Community support                                                            Ambiguous – could be Ends or Means

 

Assist families in solving problems                                  Means if focus is assisting; if “Families solve problems,” then a result and recipient are defined

 

 

 

 

Sample Ends Statements:

 

·        Mentally ill people will achieve life skills consistent with their abilities

 

·        Mentally ill people will have the ability to fulfill their potential

 

·        Public policy and community standards will be accepting of the mentally ill

 

·        Families will have the ability to solve problems without violence

WHAT BENEFITS, FOR WHOM, AT WHAT COST?

 

 

Focus on results first.

     Organizations exist to cause something to be different. What’s your difference? What is your organization for?  What should result from organizational activity? What does it produce?

 

     1. Brainstorm the following question:

              What is our organization for? Why do we exist?

(Get a list of a dozen or more, until ideas stop coming – no judgment here!)

 

2.   Critique the list:

Eliminate words that describe good intentions or effort rather than results (support, assist, advocate). These can be fulfilled while having absolutely no effect on consumers.  Your organization does not exist to try.

 

Eliminate means of all types from the list (programs and services, check out verbs – “teaching children to read” is means, “children can read” is ends)

 

Eliminate or clarify statements that are ambiguous as to whether they are means or ends – is education a means or and end? Are jobs or community support means or ends? In other words, are the results or activities to achieve results?

 

3.   Rewrite the list.

 

4.   Create a statement that encloses these “lower-level” themes – you may have identified the “for whom” or recipients at the same time, but check to see if they are the ones you want.

 

5.   What are the results with these people worth? In monetary terms, opportunity cost (what is given up as a result) or what is their importance relative to each other?  What are their relative priorities?

 

6.   Review your statement from #4.  It’s like a mission statement, but should be characterized as follows:

 

·        Brief, but including all 3 ends components

·        Doable, not merely a wish or unattainable goal

·        Clear, but not having the burden of being snappy, like a slogan

·        Expansive enough to embrace the fullness of our intent

·        Narrow enough to distinguish your organization from the larger world

 

7.   Ask yourself if your Board would be willing to accept any reasonable interpretation the Superintendent choose to give the words of the statement in #4.  If yes, you need say no more about ends.  If no, the Board must go to the next level of detail and specificity. And so on…

 

8.   Be sure to have received sufficient input from a variety of sources (and especially owners) before making any “final” decisions. Who do you need to talk to or meet with?

 

 

 

Based on the work of Robin P. Scheu * Middlebury, VT
ENDS NOTES

 

What benefits, for whom, at what cost?

 

“At what cost” is critical:

     -opportunity cost (what we won’t do)

-ethical decision-making (who will suffer – what we will explicitly do and saying it – knowing who we will not serve)

     -need to be clear about what we will do and won’t do

     -ethical – don’t be a mile wide and an inch deep

-Far right does ethical decision-making extremely well: clear and strategic – get on school boards and take over the country

 

Ends are the swap you make with your community (your owners)

On whose behalf are we making decisions?

 

It is the heart of strategic planning (staff deals with now – 2 years out, board well beyond that)

 

Revise ends continuously – something always coming over the hill (keep a list, queue it up)

 

The vigilance is in assuring the Ends document is still relevant

 

Develop indicators – (fewer than 10) – all in terms of trend lines

     What causes the Board to inquire:

              -Is the ED not doing his/her job?

              -Have we given it enough time?

              -What’s weird?

              -Are we looking at the right indicators?

 

 

 

 

 

 

“What” is a Board question.

“How” is a staff question.

 

I.     Sort through the big issues first – what are the biggest questions?

II.   Put them in some order and pick the first one (use for conversation map)

III.  Test assumptions buried within each question

IV. Ask questions that have dilemmas, not one where you already know the answer (e.g. –relationship between environment and economy has a dilemma)

V.  Need to be precise about the wording of the question

 

Ultimately, Ends can be written in outline form

I.     Mission (biggest bowl)

A.  Ends Policy (more specific)

1. More specific ends

          a. Even more specific ends

 

Conversation Map

 

1)   On whose behalf are we making decisions?

2)   Big question #1

3)   Big question #2

4)   Big question #3

5)   Therefore, what outcomes will we hold ourselves accountable for? (Answers : what benefits, for whom, at what cost)

6)   What indicators will measure the gains/losses in achieving the outcomes?

 

 

Evaluating ENDS

Why evaluating ends is important:

§  It discloses unacceptable deviation from desired values

§  It enables the board to relax about the present and focus on the future

§  It keeps board policies constantly in the spotlight so that they’re more likely to amended as they grow out of date

 

Well-placed concerns about evaluation:

Nonprofit and educational organizations do not produce services; they produce results in people’s lives by using services. Services are means, not ends.

Evaluation of ends not only assess whether organizational activity is effective, but also whether it is sufficiently effective to be worth the cost.

 

Misplaced concern about evaluation:

Sometimes a board will say it can’t have a particular end because it can’t evaluate it. It is more important to have the right ends than the right evaluation. Don’t focus on evaluation until after your ends are developed.

 

Other thoughts about ends evaluation if a board is feeling challenged:

No formal evaluation: State what the organization is to contribute to the world, what condition is worth achieving, and what you would evaluate if you could.

An authoritative, clear statement of what is to be accomplished has a powerful effect on organizational behavior, even if the results are never evaluated.

Evaluating the wrong things: Measuring the wrong things is damaging in two ways:

§  ‘You get what you inspect, not what you expect.’ What you measure is what employees see as what really matters.

§  Evaluating the wrong thing feels better than having no evaluation and will reduce the pressure a board feels to have even a crude measure of the right thing.

Evaluating the right things

Only when the board knows what it wants the organization to accomplish can it intelligently discuss evaluation.

The issue of evaluation is just this: What is the most convincing evidence that a reasonable interpretation of what the board sought is being produced?

An evaluation requires reasonable assurance of the swap of results for cost, not scientific accuracy.

A crude measure of the right thing beats a precise measure of the wrong thing.

The most important real world evaluation in almost all non-profit and public organizations – public judgment of an organizations’ worth – is extremely crude. The board's task it to make that judgment explicit.

Ultimately, the board needs to answer the questions: “What did we want to accomplish? Are we achieving it?”

Remember:

The only judgment that takes place in monitoring is whether actual performance matches a reasonable interpretation of the pre-established criteria (ends).

Source: Carver, John. Boards That Make a Difference, Third Edition. Jossey-Bass. San Francisco, CA. 2006

 

 

POLICY GOVERNANCE REFERENCES

 

Boards That Make a Difference: A New Design for Leadership in Nonprofit and Public Organizations (1990; 2nd edition, 1997; Revised Edition 2006). This book is the “flagship” explanation of the Policy Governance model as it relates to nonprofit and governmental boards. It is the single most inclusive text on the model.

 

Reinventing Your Board: A Step-By-Step Guide to Implementing Policy Governance. Co-authored with Miriam Mayhew Carver. (1997; Revised Edition 2006). This hands-on guide is a “how to do it” text meant to help boards or their consultants with the practical issues of implementation.

 

The Policy Governance Fieldbook: Practical Lessons, Tips, and Tools from the Experience of Real-World Boards (1999). Caroline Oliver (ed.), Mike Conduff, Susan Edsall, Carol Gabanna, Randee Loucks, Denise Paszkiewicz, Catherine Raso, and Linda Stier. This book details the experience of eleven diverse organizations in the U.S. and Canada in implementing the Policy Governance model. The authors (all Policy Governance Academy graduates) apply their proficiency in theory and application to make this a skillful collection of case studies.

 

The Board Member's Playbook: Using Policy Governance to Solve Problems, Make Decisions, and Build a Stronger Board. Miriam Carver and Bill Charney. (Jossey-Bass, January 2004). This book enables boards to build and maintain governance skills with carefully crafted exercises (rehearsals), using a simple question and answer sequence. The workbook includes worksheets and an accompanying CD-ROM. Foreword by John Carver.

On Board Leadership (2002) John Carver. This book brings together more than one hundred and fifteen articles written by John Carver addressing specific area aspects of Policy Governance.

 

Board Leadership: A Bimonthly Workshop with John Carver (1992 - present). This bimonthly is an 8 page (occasional special issues are 12 pages) collection intended to keep a board continually focused on governance issues. It is an important ongoing support for boards trying to maintain their Policy Governance investment.

 

 

Carver Guides (1996-1997). These booklets deal with one governance topic at a time. Titles currently out:

1-Basic Principles of Policy Governance 

2-Your Roles & Responsibilities as a Board Member

3-Three Steps to Fiduciary Responsibility           

4-The Chairperson’s Role as Servant-Leader Board

5-Planning Better Board Meetings          

6-Creating a Mission That Makes a Difference

7-Board Assessment of the CEO

8-Board Self-Assessment

9-Making Diversity Meaningful in the Boardroom         

10-Strategies for Board Leadership

11-Board Members as Fundraisers, Advisors, & Lobbyists        

12-The CEO Role Under Policy Governance

 

Empowering Boards for Leadership (1992). In two audio tapes, John Carver addresses crucial board practices, commenting on typical board room scenarios presented by actors.

John Carver on Board Governance (1993). Video tape originally taped from a televideo conference, this tape uses drawings and John Carver’s presentation to explain the Policy Governance model. Originally produced by Associates of Athens.

The Skilled Facilitator Fieldbook (2005) Roger Schwarz, Anne Davidson, Peg Carlson, Sue McKinney and Contributors.  This book is filled with suggestions, exercises, and examples for creating effective relationships, teams and organizations.

The Fifth Discipline Fieldbook: Strategies and Tools for Building a Learning Organization (1994). Peter M. Senge, Art Kleiner, Charlotte Roberts, Richard B. Ross, and Bryan J. Smith. This pragmatic hands-on guide shows how to create an organization of learners and achieve superior performance.

Details about Policy Governance also available through:

John Carver, Carver Governance Design, Inc.
P.O. Box 13007
Atlanta, Georgia 30324-0007 USA
Phone: (404) 728-9444              Fax: (404) 728-0060
Web: www.carvergovernance.com          E-mail: polgov@aol.com
Publications can be reached through: www.josseybass.com
415-433-1740 or 800-956-7739