An Introduction to the Policy Governance® Model Created by John Carver Quote- Everyone you will ever meet knows something you don’t. Use “intro” Word pages This is an introduction – to the key concepts that I hope are useful in helping you consider this model for your organization Introduce yourselves – name, society - what do you know about policy governance? - one question that you have Handout of my slides to help you take notes and also for reference during the presentation. You can go back to previous slides. We will try for a break when about ½ way through I will ask for questions at the end – Some parts of the presentation will make more sense after hearing the next part - so I ask for your patience. www.carvergovernance.com Notes by Mary E. Pritchard 12 Feb 2015

Purposes Today Explore the Policy Governance® Model® Basic concepts Underlying theories to guide practice Benefits Consider the decision to embark on Policy Governance® in your organization I have 2 main goals in the presentation today Notes by Mary E. Pritchard 12 Feb 2015

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). This presentation is based on my study of many Carver publications. I need to credit all of the Carver publications, but for this presentation, I relied heavily on 2009 Caroline Oliver book The fieldbook also has practical ideas Of course John Carvers original – Boards that Make a Difference - Other publications by John Carver and associates – attached to your packet Notes by Mary E. Pritchard 12 Feb 2015

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 Model – Carver Definition Collection of principles and concepts that make sense as a whole – principles of governance Internally consistent and has external utility A policy is The value or perspective that underlies action. Bicycle example from Caroline Oliver – walk vs bicycle Like a bicycle PG is a vehicle, means of getting wherever you choose to go – it is not a destination Walking & riding are 2 modes of travel – similarly governing with traditional tools and governing with PG are two different modes of operation Riding a bike, like using PG, does not feel natural before it is learned, but once fully experienced, it is never forgotten Learning to ride a bike, like learning to operate through PG, requires having the courage to entirely let go of one form of control in order to gain a different form of control Once you have learned to ride a bike, you can ride a bike to any destination. Similarly, once you have learned PG, you can use it on any governing body Notes by Mary E. Pritchard 12 Feb 2015

Governance vs. management/administration 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 This is an important distinction between governance and management/administration in PG The Board is responsible for governance and the ED/CEO/staff is responsible for management Governance – the act, process, or power of governing Govern – to make and administer public policy, t control the actions or behavior of, to keep under control, restrain, to exercise a decision or determining influence on Management – the act, manner, or practice of managing supervising or controlling; skill in managing, executive authority Administration – The management of affair; the activities of a sovereign state in the exercise of its powers or duties Administrator – One who administers- executive Notes by Mary E. Pritchard 12 Feb 2015

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) In one of the book Forewords – JC gives these postulates for boards I think that they convey the philosophy of this model Notes by Mary E. Pritchard 12 Feb 2015

Policy Governance® holds the Board accountable for organizational performance accountable to ownership delegates running of the organization to staff Further, John Carver states that the board is accountable under this model What does that mean? The buck stops here These are the outputs of the board Notes by Mary E. Pritchard 12 Feb 2015

Outputs of Management Accomplished ENDS Avoid unacceptable means SKIP THIS SLIDE!! If not removed Notes by Mary E. Pritchard 12 Feb 2015

Why should you consider Policy Governance®? Most of PG books include Foreword by John Carver Lack theory of nonprofit governance - practices exist - e.g. best practice, tips, He designed his model for real people, real organizations, real challenges and based it on his work in the nonprofit sector His goal was a crisp, disciplined, efficient use of human talent and time John Carver brief history 1976 – CEO of a mental health center in Columbus, Indiana – contracted to use his fledgling model – first practioner – worked there for 8 years He observed that members of traditional boards were spending so much time in meetings and reading reports that they had little time to deliberate matters such as the purpose the organization was to serve Word spread & in 1983 – left job to devote himself entirely to writing and consulting. 1990 – 1st book – Boards that Make a Difference was published by Jossey-Bass 1995 – week-long Policy Governance Academies – train consultants to work with boards Publication and training continues – www.carvergovernance.org John Carver identified the need for governance reform, especially in the nonprofit sector Notes by Mary E. Pritchard 12 Feb 2015

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 We have been working with PG in KON for more than 20 years – ACHS also a long time (2002 training for board) It is working well for KON Notes by Mary E. Pritchard 12 Feb 2015

Task of Governance An empowered group (board of directors works on behalf of others (owners) achieves what it should and avoids what is unacceptable What is the task of governance? Notes by Mary E. Pritchard 12 Feb 2015

The board owns the organization, as trustee, for some “ownership” to whom the board owes primary accountability. Board works on behalf of the owners – This is a critical concept to understanding and using this model Boards are Owner- representatives in their roles as board members rather than true owners Boards have a moral obligation primarily to an “ownership” (owned asset produce what they wish) and secondarily to the broader social order (law, probity, and ethics be observed Organization exists to serve the owners Source of the board’s authority The people to whom the board is accountable Board acts as trustee for the owners Notes by Mary E. Pritchard 12 Feb 2015

Ownership Carver uses graphics to help with understanding and visualization of the model This one shows that the board is a trustee of all the owners Board Notes by Mary E. Pritchard 12 Feb 2015

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 Who are the owners of your organization? Need to identify owners clearly in policies State how the board will connect with owners, interpret owners’ best interests, ensure that the organization performs according to that interpretation of owners’ best interests Notes by Mary E. Pritchard 12 Feb 2015

A. Decide what difference do the owners want to make - ENDS Intended impact or change or change for intended represented group; outcome results, changes, difference (What benefit? What good?) Recipient of the impact; targeted population (For whom?) Worth of the change; priority; relationship between results and money (What cost?) A primary responsibility in serving as a trustee of the owners is to determine what the owners want – What difference do they want to make What benefit - good? For whom? At what cost? This is called the ENDS – outcome Similar to outcome-based assessment in higher end Notes by Mary E. Pritchard 12 Feb 2015

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. Basically what you want your organization to achieve Mission statement states the outcome of organizational activity Similar to student learning outcomes – focus on what student knows and is able to do Very different from what the professor or program is doing. Notes by Mary E. Pritchard 12 Feb 2015

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. Let’s look at some examples of ENDS Notes by Mary E. Pritchard 12 Feb 2015

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 Also KON Is stated as mission – concern for communicating to owners We do not use PG in our chapters - it is a board process Notes by Mary E. Pritchard 12 Feb 2015

What could be the ENDS for your society? What might your organization set as ends? Of course, you as ED or one board member would not decide on this – it would be a decision of the full board following extensive discussion. The Ends are rather stable – but might be modified over time. Continuing on, lets look at the 2 types of policies in PG Notes by Mary E. Pritchard 12 Feb 2015

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.) We have briefly discussed ends – now the other category of policies – MEANS – this is the management/administration part of PG This is consistent terminology throughout the Carver literature and is a key distinction in the PG model Notes by Mary E. Pritchard 12 Feb 2015

Basic Components of Policy Governance® Decide the difference that owners want to make – ENDS Put everything in a written policy Assign responsibility, accountability, and authority to Board CEO and staff Delegate within “an reasonable interpretation” Monitor that the board is making the difference that the owners want There are many approaches to digging into PG – I find Caroline Oliver’s list to be a useful way to organize the discussion We have already discussed Ends policies Notes by Mary E. Pritchard 12 Feb 2015

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 Was Determine the difference that owners want to make Put Everything in Written Policies This is the beginning of board discipline – need to document policies as they are decided The written policies document board decisions My experience on a local library board 30 years ago – no written policies – “w do it this way” “ we have always done it this way” Notes by Mary E. Pritchard 12 Feb 2015

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) The Policy Handbook contains just 4 types of policies When KON shifted to PG, we got rid of all of our other policies- What kind of policies do you have? These topics are addressed in PG, but probably in a radically different way. ?? 2 arms – if hold on to the past cannot embrace the future Notes by Mary E. Pritchard 12 Feb 2015

(Organizational) Ends Governance Process (Organizational) Ends Often the Carver documents use diagrams to help describe concepts – this is the “policy circle” Another example Visual learners find helpful This one displays 4 types of policies as quadrants While the board develops all the policies the ones on the left are instructive to the board and the right instructive to the CEO/Staff Board Staff Relationship (Board-Management Delegation) Executive Limitation (Staff Means) Notes by Mary E. Pritchard 12 Feb 2015

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 Let’s look a the 2 types of policies used by the Board to their job Board Governance Process Left hand side of the diagram in previous slide Notes by Mary E. Pritchard 12 Feb 2015

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. This type of policy can be called Board Process, Board Governance Process, Governance process Important for board to discuss this and have agreement on their job and how they will work Some of the philosophy will become apparent during discussion regarding whether the board wants to explore and possibly adopt PG. Lays groundwork for other stages in building the policy handbook Notes by Mary E. Pritchard 12 Feb 2015

Philosophical Foundations of Policy Governance John Carver gives 4 philosophical foundations of PG Helpful to board discussions Accountability – board’s obligation is to see that the organization achieves what it should while avoiding unacceptable activities and situations Servant-leadership – board is both servant to and leader of the ownership. Clarity of group values = the board has group responsibility and group authority – no single member has responsibility and authority Empowerment – staff’s latitude to make decisions, try new ways, and make mistakes is maximized. The board is accountable for the organization’s ethics about people and promises, just as with any other aspect of organization. Accountability Servant-leadership Clarity of group values Empowerment Notes by Mary E. Pritchard 12 Feb 2015

Board self-discipline is critical 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.) Governance policies will define how the board will discipline itself through: Link with ownership Written policies – not just silent understanding (or misunderstanding) that the board consistently follows – board needs to know what decisions that they have made When discussing an issue follow progression Who’s issue is it? Board or ED Has the board dealt with this subject in a policy? If so, what is already said? What is the broadest way to address the issue? This will make more sense as we continue into the specifics of the model. Notes by Mary E. Pritchard 12 Feb 2015

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 Let’s look at the parts of the global governance statement This could be the only statement in the policy handbook Notes by Mary E. Pritchard 12 Feb 2015

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. Here is the global governance statement from ACHS Notes by Mary E. Pritchard 12 Feb 2015

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 Here is what KON states Notice – difference in the title Each board needs to personalize for their specific organization The words need to have meaning for the board Each year when the KON board engages in training – they review the policies to confirm that the wording conveys meaning to current board members – often results in discussion of the meaning of a specific policy Notes by Mary E. Pritchard 12 Feb 2015

Key principles are used together ENDS – MEANS Sequential, logical containment – policies/decisions come in sizes We have discussed types of policies – Ends and Board Governing Process Now need to look at another aspect of PG Sequential, logical containment - Notes by Mary E. Pritchard 12 Feb 2015

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 If the global policy statement in Governance Process is not adequate – then need to look at more specific policies Notes by Mary E. Pritchard 12 Feb 2015

Nested Bowls Another Carver graphic is the nested bowls – you are familiar with sets of nested bowls – could also be nested boxes. With nest bowls – there is space to move within the larger bowl Notes by Mary E. Pritchard 12 Feb 2015

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 How does the board decide on the level of specificity for the policies? Notes by Mary E. Pritchard 12 Feb 2015

Board-Management Delegation Executive Limitations ENDS Governance Process Can view 4 types of policies as quadrants of nested bowls. Board-Management Delegation Executive Limitations Notes by Mary E. Pritchard 12 Feb 2015

Board-Staff Relationship (Board-Management Delegation) Staff Means Governance Process Ends This diagram shows that in the level of specificity is not uniform within each type of policy. Board-Staff Relationship (Board-Management Delegation) Staff Means (Executive Limitations) Notes by Mary E. Pritchard 12 Feb 2015

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 The principle of sequential logical containment can be applied to Governance Process policies. What types of more specific policies might a board develop? So we have looked at the Ends and one of the 3 means policies in PG Central to the PG model is delegation This is ½ way through slides – break? Notes by Mary E. Pritchard 12 Feb 2015

C. Assign responsibility, accountability, and authority Board – own work Board Governance Process √ Board Staff Relationships CEO Ends √ Executive Limitations Caroline Oliver’s 3rd component is to assign responsibility, accountability, and authority We have seen that in the Board for its own work through the Board Governance Process And the ENDS policy Let’s look next at the way the board delegates to the CEO/ED Notes by Mary E. Pritchard 12 Feb 2015

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 The board provides written policies that guide the CEO We have discussed the ENDS – they are prescriptive in that they set the direction, guide, give instructions, rules – We want this outcome/result But DO NOT allow this: - prohibit specific actions Proscribe – prohibit, forbid, Notes by Mary E. Pritchard 12 Feb 2015

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. Executive limitations Are stated in the negative Shall not allow, will not, may not, shall not cause or allow, do Challenging to think this way – especially when we have been taught to send positive messages – give children positive directions (say walk please – rather than do not run) Notes by Mary E. Pritchard 12 Feb 2015

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. Here are sample Executive Limitations for ACHS and KON Carver publications also give examples Notes by Mary E. Pritchard 12 Feb 2015

CEO ENDS Boundaries Boundaries Here is another Carver graphic It shows the Executive Limitations as boundaries that direct the ED to achieve the ends ENDS Notes by Mary E. Pritchard 12 Feb 2015

ENDS Another way to look at is this graphic The ends are the target and the arrows are ED actions The barriers represent the Executive Limitations that are to be avoided Notes by Mary E. Pritchard 12 Feb 2015

Advantage of stating unacceptable means ENDS This graphic attempts to show how most organizations function – we talk about jumping through hoops Sometimes we spend so much energy trying to go through the hoop that we miss the target Notes by Mary E. Pritchard 12 Feb 2015

What might be the Global Executive Limitation for your organization? Write your self and share with person next to you. Remember Executive Limitations are stated in terms of what to avoid and Global EL’ are in the most inclusive terms Share some of the ideas… Notes by Mary E. Pritchard 12 Feb 2015

Sequential, Logical containment (nested bowls) applies to Executive Limitations All of the 4 types of policies will have the global statement and then more specific policies as the board wants to give more detailed guidance. Develop more specific policies - smaller bowls – when needed Notes by Mary E. Pritchard 12 Feb 2015

Typical executive limitation policy topics: Treatment of staff Financial planning, budgeting Financial condition Asset protection Emergency executive succession Board awareness & information Here are some typical areas where boards have made more specific topics

What might your organization state as Executive Limitations Policies? State 2-3 that your board might want to include – share with partner…. What were some that you think that your board will want? Notes by Mary E. Pritchard 12 Feb 2015

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. Critical to implementation is delegation – this is done for all 4 types of policies. To avoid becoming too embroiled in minutia, the board allows for “any reasonable interpretation” of the broader policy. John Carver example – Please bring a cup of coffee Reg or decaff ? With sugar or milk? Starbucks? Dunkin Donut? Latte or cappuccino? The Board decides – and sets a policy Notes by Mary E. Pritchard 12 Feb 2015

Reasonable Interpretation policies Governance Process Ends policies Back to the Carver graphic showing the 4 types of policies as quadrants in a circle and the various sizes of “bowls” or policies. Everything between the exterior circle and inner red lines is covered by a policy. It could be shaded. Why is there an empty policies Board-Management Delegation Executive Limitations Operational Means Notes by Mary E. Pritchard 12 Feb 2015

One of the Carver books shows the policies displayed in the policy circle showing areas where policies are more general and others where they are more explicit. Notes by Mary E. Pritchard 12 Feb 2015 for ACHS

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 I hope that you may be beginning to understand that this model requires a lot of trust – among board members and CEO and staff. The clarification of roles facilitates trust because it is clear what each person or group is for Notes by Mary E. Pritchard 12 Feb 2015

Ownership Board CEO Staff This Carver diagram shows the relationship One link to the CEO who oversees the staff. CEO Staff Notes by Mary E. Pritchard 12 Feb 2015

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 The fourth type of policy and third means policy is for the board – Board-staff linkage Notes by Mary E. Pritchard 12 Feb 2015

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) Here are examples of the ACHS and KON global statements Notes by Mary E. Pritchard 12 Feb 2015

What might be the Global Board – Staff Linkage for your organization? Write a global policy and share with your partner… What did you come up with? Notes by Mary E. Pritchard 12 Feb 2015

Smaller bowls for board-staff linkage Unity of control Accountability Delegation Monitoring performance Compensation and benefits Evaluation of the Executive Director Again, the principle of logical, sequential, containment applies Here are some sample areas where more specific policies have been used Notes by Mary E. Pritchard 12 Feb 2015

Relationship between the Board and the CEO involves accountability and empowerment The board delegates to the CEO. Three steps to accountable delegation: Set expectations for performance Assign expectations and authority Check that expectations are met Effective delegation requires both accountability and empowerment Accountability to achieve ends Empowerment through the Executive Limitations Notes by Mary E. Pritchard 12 Feb 2015

Board CEO staff Clear Delegation - unambiguous chain of command Again the Carver diagram shows the unambiguous chain of command One voice from the board to the CEO, who handles the staff This doesn’t mean that people can’t talk to one another, but does mean that the CEO works for the entire board, not just the chair/president or the most vocal or critical member staff Clear Delegation - unambiguous chain of command (single voice from the board) Notes by Mary E. Pritchard 12 Feb 2015

Basic components of Policy Governance® Decide the difference that owners want to make – ENDS √ Put everything in a written policy √ Assign responsibility, accountability, and authority to √ Board CEO and staff Delegate within “an reasonable interpretation” √ Monitor that the board is making the difference that the owners want So working through Caroline Oliver's basic components, we come to the Notes by Mary E. Pritchard 12 Feb 2015

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 The 5th component of policy governance from Caroline Oliver is to assure that the Board is achieving the ends Either through own actions or through delegation to the CEO This involves monitoring – and requires that expectations be set, assigned, and monitor Notes by Mary E. Pritchard 12 Feb 2015

Sample Monitoring Report BOARD POLICY: Children will have swimming skills CEO Interpretations to measure outcomes: Thirty 10 yr olds swim 25 yards Twenty-five 5 yr olds afloat 10 minutes Twenty 14 yr olds are competitive swimmers RATIONALE: DATA: 30 2. 25 3. 20 Here is a very simplified monitoring report – Notes by Mary E. Pritchard 12 Feb 2015

Two Questions Was the CEO’s interpretation reasonable? 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. When evaluating the report, the board decides Whether the CEO’s interpretation is reasonable and If satisfied that the data demonstrates compliance If not… then clarification is needed - Notes by Mary E. Pritchard 12 Feb 2015

Is the board meeting the stated expectations? Self evaluation by the board Regular – Annual basis Could use a checklist or rubric The board also evaluates its own performance and this should be outlined in the governance process policy. KON has a checklist that is used at the end of each board meeting for self-evaluation of board process. Notes by Mary E. Pritchard 12 Feb 2015

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 frequent Sometimes we get busy and don’t do monitoring – board self discipline requires that the board plan for this and….. Monitoring both of CEO and Board – included in policy statements Notes by Mary E. Pritchard 12 Feb 2015

Purposes Today Explore the Policy Governance® Model √ Basic concepts Underlying theories to guide practice Benefits Consider the decision to implement in your organization I stated 2 purposes for today – we now move on to the second one Whether your organization might want to explore Policy Governance… Notes by Mary E. Pritchard 12 Feb 2015

Embarking on policy governance® The board must understand the policy governance® model make a commitment to this change put the commitment on paper develop policies in the 3 means quadrants develop a single temporary ends policy review its work to ensure it has left nothing out (adoption will repeal all existing policies) So if this model interests you, I suggest that you do some reading and study to help your board. It is essential that the board is the driving force. It is their responsibility to act as trustees for the owners. Provided a list of publications from the Carver group. Many of these are available in your libraries – Hinckley library, Illinois system (Dixon), NIU Purchase from Jossey-Bass (Wiley) or Amazon I have brought some of them if you want to look at them – most are from Dorothy’s library at ACHS/KON Both you and the board need to start reading. Notes by Mary E. Pritchard 12 Feb 2015

(steps) (The board) discuss the change with a policy governance® knowledgeable attorney to confirm that there is no conflict with law or organizational constitution set a date for implementation, meaning that as of the date, all previous board documents are nullified and replaced by new policies prepare the first agendas design the first steps in connecting with the ownership set a specific date to inaugurate the system Based on “Basic Principles” page 20 The time for this depends on the circumstance and the people. Size of board, how frequently the board meets, passion of board members Recognize that we have 2 arms – if use to hold on to the past, cannot embrace the future - big leap 3 efforts will demand the majority of board time and energy forever Ends need continual attention in perpetuity Ways to gather owners’ input is not easy Sufficient evaluation and redevelopment, including a commitment to board education Notes by Mary E. Pritchard 12 Feb 2015

Policy Governance® Model What benefits? For whom? At what cost? In summary today I have provided an introduction to the Policy Governance Model that challenges boards to act as owner-representatives in identifying the organizational ENDS by asking… (Boards exist to ensure on behalf of the organization’s owners that the organization performs as it should.)

Ownership Board CEO This diagram shows reporting relationships - Notes by Mary E. Pritchard 12 Feb 2015

Ownership Board CEO ENDS Staff Means (Governing process policies) Board (Board-Staff Relationship) CEO This diagram builds on that one showing where the policies fit in a flowchart Staff Means (Executive Director Limitations) ENDS (make organization unique) Notes by Mary E. Pritchard 12 Feb 2015

4 Types of Board Policy Instructive to CEO Board’s own means (Organizational) Ends (Policies) Means (Executive Limitations Policies) Board’s own means Governance Process (Policies) Board-staff relationships (Board-Management Delegation Policies) The 4 types of board policy replace all other policies and are instructive to the CEO and the board. Notes by Mary E. Pritchard 12 Feb 2015

Board’s Own Policies Instructive to CEO C H C A E I O R Governance (Chief Governance Officer has authority) Instructive to CEO Governance Process C H A I R Ends C E O The policies come in different sizes to be as parsimonious as possible while providing appropriate level of specificity. Staff Means (Executive Limitations) Board-Staff Relationship (Board-Management Delegation) Notes by Mary E. Pritchard 12 Feb 2015

List one major concept or question that you take away from today’s session. Take a minute to reflect on what you have heard today Write down Share with partner or group Share with larger group Notes by Mary E. Pritchard 12 Feb 2015

What questions do you have? Notes by Mary E. Pritchard 12 Feb 2015

Questions How does this work with a small staff? Notes by Mary E. Pritchard 12 Feb 2015

Questions What is the role of the CEO in helping the board discuss, deliberate, and implement Policy Governance? Notes by Mary E. Pritchard 12 Feb 2015 for ACHS

Questions How do committees work in the Governance Model? Notes by Mary E. Pritchard 12 Feb 2015

Board committees are to help the board do its job, never to help or advise the staff on its job. Notes by Mary E. Pritchard 12 Feb 2015

Question How can board members work as staff in the governance model? Notes by Mary E. Pritchard 12 Feb 2015

Question How do we know how small to make the bowls? Notes by Mary E. Pritchard 12 Feb 2015

Two Board Quandaries Do not overlook important expectations Avoid providing too many details Notes by Mary E. Pritchard 12 Feb 2015

Question What if board members do not follow the “one voice rule”? Notes by Mary E. Pritchard 12 Feb 2015

Board Roger Renegade CEO staff Notes by Mary E. Pritchard 12 Feb 2015

Board R T CEO staff Officer wants to assert influence Notes by Mary E. Pritchard 12 Feb 2015

Question What is the role of the “president:” in policy governance? Notes by Mary E. Pritchard 12 Feb 2015

Board’s Own Policies Instructive to CEO C G O C E O Governance Process (Chief Governance Officer has authority) Instructive to CEO Governance Process ENDS C G O C E O Board-Management Delegation Staff Means (Executive Limitations) Notes by Mary E. Pritchard 12 Feb 2015

Question What are some disadvantages of Policy Governance? Notes by Mary E. Pritchard 12 Feb 2015

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 Notes by Mary E. Pritchard 12 Feb 2015

Question How is the board agenda determined? Notes by Mary E. Pritchard 12 Feb 2015 for ACHS

The board’s job description is its perpetual agenda, from which it develops annual and meeting agendas. Notes by Mary E. Pritchard 12 Feb 2015 for ACHS

Question What happens to our old personnel, finance, etc. policies? Notes by Mary E. Pritchard 12 Feb 2015 for ACHS

Issues of Personnel Issues of Budget Board Issues CEO Issues Associate Notes by Mary E. Pritchard 12 Feb 2015

Thank you. Notes by Mary E. Pritchard 12 Feb 2015