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Www.carvergovernance.com. Purposes Today 1. Explore the Policy Governance® Model® Basic concepts Underlying theories to guide practice Benefits 2. Consider.

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Presentation on theme: "Www.carvergovernance.com. Purposes Today 1. Explore the Policy Governance® Model® Basic concepts Underlying theories to guide practice Benefits 2. Consider."— Presentation transcript:

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2 Purposes Today 1. Explore the Policy Governance® Model® Basic concepts Underlying theories to guide practice Benefits 2. Consider the decision to embark on Policy Governance® in your organization 2

3 Getting started with policy governance: bringing purpose, integrity, and efficiency to your board, foreword by John Carver. By Caroline Oliver San Francisco, (Jossey-Bass, 2009). The Policy Governance Fieldbook: Practical Lessons, Tips, and Tools from the Experience of Real-World Boards Caroline Oliver (ed.), Mike Conduff, Susan Edsall, Carol Gabanna, Randee Loucks, Denise Paszkiewicz, Catherine Raso, and Linda Stier. (Jossey-Bass, 1999).Jossey-Bass 3

4 Explore Policy Governance® What is Policy Governance® as defined by John Carver? System through which boards can conceptualize, organize and fulfill their responsibilities as a board Model - Complete system – rather than collection of best practices Implemented through written policies that reflect the “values” of the members It is a vehicle – like a bicycle – means of getting where choose to go Paradigm shift from management/administration 4

5 Governance vs. management/administration Governance is the work of the board in setting policy defines board purpose establishes roles of board members Management/administration is delegated to the CEO & staff implements policies set by the board involves operations of the organization 5

6 John Carver postulates Boards should distinguish board roles from others such as CEO be accountable for the organizations they govern clarify with employees about what it wants, the more likely it is to get what it wants give employees the opportunity to function more creatively by giving them as much room as possible to do things their own way (within reason) 6

7 Policy Governance® holds the Board accountable for organizational performance accountable to ownership delegates running of the organization to staff 7

8 Outputs of Management Accomplished ENDS Avoid unacceptable means 8

9 Why should you consider Policy Governance®? John Carver identified the need for governance reform, especially in the nonprofit sector 9

10 Policy Governance® experience by Kappa Omicron Nu Frees boards to: Focus on the future Be in meaningful control of the organization Delegate meaningful authority to others Work efficiently and effectively Evaluate their organization’s performance Clarify roles for board members and CEO 10

11 Task of Governance An empowered group (board of directors works on behalf of others (owners) achieves what it should and avoids what is unacceptable 11

12 The board owns the organization, as trustee, for some “ownership” to whom the board owes primary accountability. 12

13 Board Ownership 13

14 Who are the Owners? ACHS owners – member societies Kappa Omicron Nu – all members Who are the owners of your organization? Identify clearly in policies State how board will connect with the owners 14

15 A. Decide what difference do the owners want to make - ENDS 1. Intended impact or change or change for intended represented group; outcome results, changes, difference (What benefit? What good?) 2. Recipient of the impact; targeted population (For whom?) 3. Worth of the change; priority; relationship between results and money (What cost?) 15

16 ENDS The board defines which human needs are to be met, for whom, and at what cost. Written with a long-term perspective, these mission-related policies embody the board’s long-range vision. 16

17 ACHS ENDS The ACHS is a visibly cohesive community of national and international honor societies that promotes the values of higher education; fosters excellence in scholarship, leadership, service, and research; and adheres to the standards of honor society excellence. 17

18 KON ENDS The mission of KON is empowered leaders who use an integrative approach to enhance quality of living through excellence in scholarship, leadership, and research 18

19 What could be the ENDS for your society? 19

20 Two basic categories of policies Ends: What difference? For whom? At what cost? Means – implementation/achievement of the ends Practices Methods Activities (Every issue that is not an ends issue is a means issue.) 20

21 Basic Components of Policy Governance ® A. Decide the difference that owners want to make – ENDS B. Put everything in a written policy C. Assign responsibility, accountability, and authority to A. Board B. CEO and staff D. Delegate within “an reasonable interpretation” E. Monitor that the board is making the difference that the owners want 21

22 B. Put Everything in a Written Policy Board decisions should be primarily policy decisions A policy is the value or perspective that underlies action but goes on to delineate strict rules as to its form Policies are an expression of the board’s soul Decide policy provisions and what to have policies about Policies are the product of the Board of Directors ACHS Board Policies KON Policy Governance® Handbook  In addition to the constitution and/or bylaws of the organization which creates the organization as a legal entity 22

23 Four Types of Board Policies Board’s own means Governance Process (Policies) Board-staff relationships (Board- Management Delegation Policies) Instructive to CEO/ Executive Director (Organizational) Ends (Policies) Means (Executive Limitations Policies) 23

24 Governance Process Board Staff Relationship (Board-Management Delegation) Executive Limitation ( Staff Means) (Organizational) Ends 24

25 2 types policies are used by the Board Board Governance Process – decisions about the board’s own job Board Staff Relationship links board to management describes relationship to CEO and staff 25

26 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 primary responsibilities: maintaining links to the ownership, establishing the four types of written policies, and assuring executive performance. 26

27 Philosophical Foundations of Policy Governance Accountability Servant-leadership Clarity of group values Empowerment 27

28 Linkage with ownership Written governing policies Invest in board orientation Assessment of performance The board speaks with ONE voice or not at all. (Board members respect the board’s decision and refrain from undermining it.) Board self-discipline is critical 28

29 Global Governance Process Statement We will govern with an emphasis on vision rather than internal preoccupation, encouragement of diversity, strategic leadership more than administrative detail, clear distinction of board and chief executive roles, collective rather than individual decisions, future rather than past or present, and proactivity rather than reactivity 29

30 ACHS Governance Statement Global Governance Process/ Ownership Linkage Commitment The purpose of the Board, on behalf of its membership, is to see to it that the Association of Honor Societies (a) achieves appropriate results for the membership at an appropriate cost and (b) avoids unacceptable actions and situations. 30

31 KON Governance Statement Board (Governance) Process The Kappa Omicron Nu Board of Directors represents all owners. The ownership of Kappa Omicron Nu shall be perceived conceptually as all members. The duty of the Kappa Omicron Nu Board is to achieve its mission in a prudent, effective, ethical, and legal manner 31

32 Key principles are used together ENDS – MEANS Sequential, logical containment – policies/decisions come in sizes 32

33 Policies come in sizes Begin with policies written very broadly Policies/decisions come in sizes – can be stated broadly or narrowly Any reasonable interpretation The board needs discipline to make decisions one level at a time from broadest to narrowest 33

34 Nested Bowls 34

35 Decide the largest issue in each policy type before smaller issues. Come into smaller issues at will, but only in sequence, one “level” at a time. Write progressively greater levels of detail until the board agrees that it can accept any reasonable interpretation from the person to whom delegated 35

36 ENDS Governance Process Board- Management Delegation Executive Limitations 36

37 Board-Staff Relationship (Board-Management Delegation) Staff Means (Executive Limitations) Ends Governance Process 37

38 Typical smaller bowls in Governance Process policies Governing philosophy Board job description Board composition and commitment Code of conduct Cost of Governance Agenda Planning Chairperson’s role Committee principles, products & authority 38

39 C. Assign responsibility, accountability, and authority Board – own work Board Governance Process √ Board Staff Relationships CEO Ends √ Executive Limitations 39

40 Board gives CEO two expectations about performance of the organization Achieve ENDS – prescriptive Do not allow unacceptable means The board places limits on operational means by prohibiting means that are not acceptable These are called Executive Limitations 40

41 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. 41

42 Sample Global Executive Limitations ACHS – The ED shall not cause or allow any practice, activity, decision, or organizational circumstance with is either unlawful, imprudent, or in violation of commonly accepted business and professional ethics. KON – The ED may not cause or allow any organizational practice that is imprudent, unethical, or illegal. 42

43 CEO ENDS Boundaries 43

44 ENDS 44

45 Advantage of stating unacceptable means ENDS 45

46 What might be the Global Executive Limitation for your organization? 46

47 Sequential, Logical containment (nested bowls) applies to Executive Limitations Develop more specific policies - smaller bowls – when needed 47

48 Typical executive limitation policy topics: Treatment of staff Financial planning, budgeting Financial condition Asset protection Emergency executive succession Board awareness & information 48

49 What might your organization state as Executive Limitations Policies? 49

50 D. Delegate within “any reasonable interpretation” Areas that are not specifically stated are open to “any reasonable interpretation” If the board does not think that the interpretation is “reasonable” then a more specific policy (smaller bowl) is appropriate. 50

51 Board-Management Delegation Executive Limitations Operational Means Ends Governance Process policies Reasonable Interpretation 51

52 52

53 Trust CEO works for the board as a whole; not owners, not individual board members Owners communicate with the board, not the CEO The board has authority over the CEO and delegates to the CEO The board considers a diversity of opinions, but speaks with one voice The board has authority but individual board members do not The board exist to direct (as owner representative), not to help 53

54 Board Ownership CEO Staff 54

55 Board-Staff Linkage 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 55

56 Examples ACHS Global Board-Executive Linkage The board’s sole official connection to the operational organization will be through a Chief Executive Officer, titled Executive Director. KON Board/Executive Director Relationship The board’s sole official connection to the operational organization, its achievements, and conduct will be through a Chief Executive Officer, titled Executive Director (ED) 56

57 What might be the Global Board – Staff Linkage for your organization? 57

58 Smaller bowls for board-staff linkage Unity of control Accountability Delegation Monitoring performance Compensation and benefits Evaluation of the Executive Director 58

59 Relationship between the Board and the CEO involves accountability and empowerment The board delegates to the CEO. Three steps to accountable delegation: 1. Set expectations for performance 2. Assign expectations and authority 3. Check that expectations are met 59

60 Board CEO staff Clear Delegation - unambiguous chain of command (single voice from the board) 60

61 Basic components of Policy Governance ® A. Decide the difference that owners want to make – ENDS √ B. Put everything in a written policy √ C. Assign responsibility, accountability, and authority to √ A. Board B. CEO and staff D. Delegate within “an reasonable interpretation” √ E. Monitor that the board is making the difference that the owners want 61

62 E. Monitor that the Board is making the difference that the owners want State expectations/criterion Assign expectations Monitor performance against criteria previously set Board CEO and staff Check that expectations are met 62

63 Sample Monitoring Report BOARD POLICY: Children will have swimming skills CEO Interpretations to measure outcomes: 1. Thirty 10 yr olds swim 25 yards 2. Twenty-five 5 yr olds afloat 10 minutes 3. Twenty 14 yr olds are competitive swimmers RATIONALE: DATA:

64 Two Questions 1. Was the CEO’s interpretation reasonable? 2. Are we satisfied that the data demonstrates compliance? If the interpretation is not reasonable, the board needs to clarify the policy. It is not the CEO’s fault. 64

65 Is the board meeting the stated expectations? Self evaluation by the board Regular – Annual basis Could use a checklist or rubric 65

66 Schedule for Monitoring Board should schedule monitoring at least once per year – ENDS & executive limitations Board should include monitoring reports in agendas, acknowledge receipt, and note when CEO has demonstrated accomplishments CEO and Board Self-Evaluation should follow pre-stated performance expectations Evaluation should be policy-driven and frequen t 66

67 Purposes Today 1. Explore the Policy Governance® Model √ Basic concepts Underlying theories to guide practice Benefits 2. Consider the decision to implement in your organization 67

68 Embarking on policy governance® The board must 1. understand the policy governance® model 2. make a commitment to this change 3. put the commitment on paper 4. develop policies in the 3 means quadrants 5. develop a single temporary ends policy 6. review its work to ensure it has left nothing out (adoption will repeal all existing policies) 68

69 (steps) (The board) 7. discuss the change with a policy governance® knowledgeable attorney to confirm that there is no conflict with law or organizational constitution 8. set a date for implementation, meaning that as of the date, all previous board documents are nullified and replaced by new policies 9. prepare the first agendas 10. design the first steps in connecting with the ownership 11. set a specific date to inaugurate the system 69

70 Policy Governance® Model What benefits? For whom? At what cost? (Boards exist to ensure on behalf of the organization’s owners that the organization performs as it should.) 70

71 Ownership Board CEO 71

72 CEO Ownership Board Staff Means ENDS (Governing process policies) (Board-Staff Relationship) (Executive Director Limitations) (make organization unique) 72

73 4 Types of Board Policy Instructive to CEO (Organizational) Ends (Policies) Means (Executive Limitations Policies) Board’s own means Governance Process (Policies) Board-staff relationships (Board-Management Delegation Policies) 73

74 CHAIRCHAIR CEOCEO Instructive to CEO Governance Process Ends Board-Staff Relationship (Board-Management Delegation) Staff Means (Executive Limitations) Board’s Own Policies (Chief Governance Officer has authority) 74

75 List one major concept or question that you take away from today’s session. 75

76 What questions do you have? 76

77 QUESTIONS How does this work with a small staff? 77

78 QUESTIONS What is the role of the CEO in helping the board discuss, deliberate, and implement Policy Governance? 78

79 Q UESTIONS How do committees work in the Governance Model ? 79

80 Board committees are to help the board do its job, never to help or advise the staff on its job. 80

81 QUESTION How can board members work as staff in the governance model? 81

82 QUESTION How do we know how small to make the bowls? 82

83 TWO BOARD QUANDARIES Do not overlook important expectations Avoid providing too many detail s 83

84 QUESTION What if board members do not follow the “one voice rule”? 84

85 Board R oger Renegade CEO staff 85

86 Board R T CEO staff Officer wants to assert influence 86

87 QUESTION What is the role of the “president:” in policy governance? 87

88 CGOCGO CEOCEO Instructive to CEO Governance Process ENDS Board-Management Delegation Staff Means (Executive Limitations) Board’s Own Policies (Chief Governance Officer has authority) 88

89 QUESTION What are some disadvantages of Policy Governance? 89

90 CRITICISMS OF POLICY GOVERNANCE® MAY RESULT IF THE BOARD DOES NOT Inform key audiences to make them aware of the governance model Delegate to CEO 90

91 QUESTION How is the board agenda determined? 91

92 The board’s job description is its perpetual agenda, from which it develops annual and meeting agendas. 92

93 QUESTION What happens to our old personnel, finance, etc. policies? 93

94 Board Issues CEO Issues Associate CEO Issues Issues of Personnel Issues of Budget 94

95 Thank you. 95


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