Strategic Policy Governance – a System That Works for Publicly-Elected Boards

Strategic Policy Governance – a System That Works for Publicly-Elected Boards

• 1.
  Board Governance Overview Presentedby: Eric Douglas, senior partner Leading Resources Inc. 1
• 2.
  When Governance IsBroken Board Members think: The executive team is making the important strategic decisions. We are “rubber stamping.” We need to play more of a leadership role. We are unclear what to do or how to redefine their responsibilities. 2
• 3.
  When Governance IsBroken Executive Team members think: Board members are micro-managing. We have too many individual bosses – not one boss. We have to spend a lot of time interpreting what Board members want. 3
• 4.
  When Governance IsEffective  Board members and executive team members agree on the principles and habits of effective governance.  Board members and executive team members adopt a well-understood governance approach and apply themselves to maintaining it. 4
• 5.
  To Govern Effectively… Governing Boards need a well- understood, proven approach and framework for leading and guiding the organization.  On the following slides are three such frameworks. 5
• 6.
  Carver Policy Governance Ends The organizational “swap”with the world. What human needs are to be met, for whom, and at what cost. Executive Limitations Those principles of prudence and ethics that limit the choice of staff means (practices, activities, circumstances, methods). Board- Executive Relationship The manner in which power is passed to the executive machinery and assessment of the use of that power. Board Process The manner in which the board represents the “ownership” and provides strategic leadership to the organization. 6
• 7.
  “Coherent” Policy Governance Results Policiesdefine the outcomes that the organization is expected to achieve - and the performance targets for the CEO. Operational Expectations Policies define what the Board either wants to occur or not occur in the management of the organization. Board- CEO Relations Policies define The degree of authority conveyed by the Board to the CEO. Governance Culture Policies define how the Board performs its work, including Board’s purpose, norms of behavior, role of committees, Board discipline and accountability. 7
• 8.
  Strategic Policy Governance Governance Process Responsibilities ofthe Board of Directors and Board members (10-20 policies) Board-Staff Linkage Delegations to the chief executive (10-15 policies) Strategic Direction Mission, vision, values, Board expectations and performance measures (10-20 policies) 8
• 9.
  Strategic Policy Governance 9
• 10.
  Principles of PolicyGovernance  The Board steps back from trying to manage how things get done and focuses on defining desired results.  The Board speaks as one via written policies.  Delegations to the CEO clarify roles and enable the Board to stay focused at a high level. 10
• 11.
  Principles of PolicyGovernance  The Board’s policies establish high-level values, goals and performance measures.  Policies are organized in a modular fashion that is easily accessible.  The CEO interprets the Board’s policies, using his/her prudent judgment. 11
• 12.
  Lessons Learned  AllBoard members need to be informed and involved in a) monitoring and b) developing/refining the Board’s policies.  Board and committee meetings need to be structured and managed accordingly. 12
• 13.
  Lessons Learned  TheBoard’s strategic directives need to provide a stable set of expectations from the Board that align the organization and eliminate confusion…  …at the same time, the Board’s strategic directives need to evolve as the operating environment changes. 13