Govern Update - 2021 January

Sharing Our Refreshed Ends Policies

By: Pat McCarver, Chair, Board of Directors, Govern for Impact

Ends policy development and ongoing periodic refresh of these critical Board values and policy directives, is crucial work for any Board of Directors. This work informs the purpose of the organization and also guides the CEO’s strategy and results achieved, for specific people/groups, and at a value or worth important to the broader ownership.

At GOVERN for IMPACT, the Board has been actively working since November 2019 to scan the environment and reassess the needs that GOVERN is working to address, in order to update GOVERN’s Ends Policies to be relevant and meaningful looking forward. The Board undertook in March 2020 a series of online ownership linkage in depth critical conversations.

All of the information gleaned has been synthesized and used to inform the Board’s decision-making to build the GOVERN refreshed Ends Policies which were approved by the Board in November 2020.  These policies are outlined below.


The GOVERN Board of Directors wishes to express appreciation to the many people who contributed insight and thinking including:

• Many moral owners focus group participants.
• Prior Board Members whose terms were completed as this work proceeded.
• The GOVERN CEO, Karen Fryday-Field, Leadership Team, and Consistency Team who provided input and insight.
• Aimee White, President and Principal Evaluator, Custom Evaluation Services, who facilitated parts of our dialogue about our desired outcomes/results/impacts.

We now look forward as these refreshed Ends Policies are interpreted by our CEO and are moved forward to achieve the impact of governance excellence, inspired by Policy Governance®, in our world.


By: Karen Fryday-Field, BScPT, MCPA, MBA, GSP
Senior Consultant, Meridian Edge Leadership & Governance Consulting

Boards of Directors are usually put in place (appointed or elected) by some larger group of owners. As a smaller group, the Board Members, are entrusted by the owners to reflect the owners’ values and desired impacts, in leading and guiding the business/organization. The owners rely on the Board to be clear about the purpose and the worth or return on investment of the results achieved by the organization.

Governing Boards, as a smaller group, act on behalf of that larger group of owners to direct critical outcomes, to protect the organization, to connect with the broader group of owners, and to ensure accountability for results achieved through ethical, prudent, and just means. This means Boards have a distinct responsibility to be informed by the values and insights (as diverse as they may be) of the broader set of owners.

The art of Boards “really” listening… is what this article is about… it does not stop at hearing, rather it is about listening to the point of understanding, appreciating, synthesizing, acting, and communicating.
My husband serves as a Doctor of Audiology and for many years his tag line has been “the science of hearing, and the art of listening” … his point has been that while science and technology can definitely help people hear better, the real magic of human connection, human understanding, human cognition is when real ‘listening’ takes place, not just hearing.

Listening is not a passive activity. It is an intentional act of hearing, understanding, questioning as needed, synthesizing, acting, and then sharing back. This process of listening in recent years has been demonstrated to create a significant “cognitive load” on our neural pathways in our brain. In other words, your brain really needs to pay attention when you are fully listening and enabling the listening to influence and teach you.

In these times of instability and challenge, at a minimum, organizations, including their Board of Directors, are having to re-invent how they do business and who they will be as a company/an organization at a maximum (Are they still relevant? Are they still achieving the right results?). As companies, organizations, and businesses are working very hard to survive the many world crises, it is very easy for a Board of Directors to say “Now is not the time to have a dialogue with the owners, not a time to engage, to listen. It is too hard; there is too much on our agenda/plate”. When in fact, this is the very time when even more listening to the owners is needed, more engagement, more call to action by Boards is warranted.

If Boards are not in relationship with their owners under crisis, they lose the opportunity to stay relevant, to understand needs, to be responsive, to understand values… so now is not the time to bury our heads in the sand, to shut down our lines of listening to owners, it is the time to try harder to connect and to have deeper conversations, to gather deeper insights.

These thoughts on Board conversations with owners under crisis, were inspired in part by David Brooks, an opinion columnist in The New York Times. He shared his ideas on ways to have deeper conversations among people. Here are eight (8) ways to consider for Boards to enhance their conversations with their broader ownership.

1. Expect to Learn Gain be Awed 
David Brooks shared that once C.S. Lewis wrote that “if you’d never met a human and suddenly encountered one, you’d be inclined to worship this creature. Every human being is a miracle”. Every human and groups of humans have something to help us learn, know more, have different wisdom, have something to offer if we actively listen. Boards who have great connections or conversations with their owners do so in part because they expect to be informed by the owners’ perspectives… in fact such Boards expect to be delighted by this learning. Such Boards make their owners see the Board’s awareness of and its commitment to its connection to them and have a respectful appreciation for their owners, often diverse, perspectives and beliefs. Expect to be awed by the genuine connection and insight.

2. Ask Appreciative Inquiry Kinds of Questions – Open Ended with a Real Intent to Learn Not Judge
Many of us at Board tables, have a misguided sense that at the Board table we are only about judging, evaluating, and monitoring. This tendency to judge can be misdirected toward the ownership when Boards think that the owners don’t really “get it”. It can also be misdirected at the CEO in trying to establish Board accountability. While the Board in the end has to evaluate the CEO performance, the Board will be more successful in this job if it learns to listen first.

When talking to owners we need to avoid the tendency to ask judging questions, i.e. questions that imply judgement. Instead open-ended questions, that are truly designed to understand the other person’s point of view, are effective.

Try to avoid, “Do you think the Board is doing a good job driving results?” questions, which are “yes/no” questions and essentially shut down the dialogue. Instead ask, “Tell us about your experience when you believed the Board made an effective decision. Will you also describe any situation where you believe the Board’s decisions were not aligned with the owner’s values?”. Appreciative inquiry questions are designed for Boards to truly be open to what they can learn, to digging deeper, to hear many viewpoints, and the rationale behind people’s thinking.

3. Making Owners Authors, Not Just Witnesses
The important part of owners’ feedback to a Board of Directors is not just what happened, not just the facts, but also how groups of owners experienced what happened or what is happening. What are their thoughts on the matter? How does it make them think and feel as owners? Great dialogues are not just a recital of the facts.

They involve going over an event, a Board decision, a desire for change, an impact or result achieved or not achieved and seeking insight on the matter from wider perspectives, coating the insight gained with new layers of true human emotion, perspective, and wisdom.

This is where the active listening comes in. This conversation with owners might end up with the Board hearing “we understand why the Board changed who would be served by the organization but it makes our community feel left out and that our voices were not heard”. If this is the case, the Board’s active listening has provided insight that can inform Board decisions going forward.

4. Ensure Your Attention is All In
Of course as Board Members individually, and in the collective mind of the Board, there is a lot going on. We carry many challenges and our attention is divided. In a conversation with the organization’s owners (virtual or face-to-face), it is key to act as if and to ensure that your attention is fully focused. Temporarily suspend other matters and really focus on the owner/Board dialogue. As you are hearing and listening and learning a few “here, here’s” along the way will energize the dialogue pulling the owners, who are sharing insights, into real engagement. People (owners) can tell if your “listening” is not genuine and if you are just going through the motions.

5. Keep Where the Connection Is Front and Centre
There will be times that the Board has more data/specific knowledge of the situation than an ownership group for example. The Board should work to inform the owner group on broader background that has helped inform the Board decision(s).

The Board may use what mediator Adar Cohen calls the “gem” statement or what I call the “hold them together” (HTT) statement, i.e. the comment or point that keeps the dialogue and relationship together. An example is, “Even though we don’t agree on Mom’s medical care, I have never doubted your intentions. I know you have her best interest at heart.” For Boards and owners in such a dialogue, the Board may say “Even though what you are asking us to do would be socially isolating to some groups of our students, we have never doubted that you do want what is best for all students. Our Board knows you have good intentions and you want the best values and results to prevail here.” Sometimes a “gem” or “HTT” statement can actually lead to new Board and owner insight.

6. Find the Values Mismatch Under the Disagreement
Often when two people, parties, sets of owners, Board Members disagree about something it is because there is a deeper fundamental or philosophical or moral disagreement underneath. The “listening” conversation then becomes a shared process of discovery of trying to dig out the underlying disagreement behind the matter. You are looking for the disagreement behind the disagreement. There is no end until cooperative understanding effort kicks in – keep digging. The goal is not for the Board to prove their position on a matter is correct to the owners but rather be genuinely curious about the owners’ experience, perspectives, and values.

7. Ask Elevator Up Questions
You know that in the mix of people you encounter in life, you meet both elevator up and elevator down people. People who elevator you up by being vision-focused, positive, forward moving, and those elevator down people whose goal it is to drag you down, see the negative, and who spread hopelessness.

Questions can be the same. Elevating up questions help you see the hope in the issue at hand despite the noise around it, they cause you to think upward and outward. They compel us to see our governance issues from a higher vantage point. You could ask your ownership groups elevator up questions like:

• What crossroads do you see our organization at in terms of what impact we should have? Or,
• What result that we have had so far makes us feel grateful and why? Or,
• As a community of owners, what would we hope this organization would achieve, if we were not afraid of anything?

8.Don’t Forget the Paper Work --- Follow-up with Communication, Communication

Lastly, Boards who do make policy decisions based on owner input have an enormous obligation to ensure owners hear back on the decisions you have made and the rationale (the why)… otherwise why engage!

Owners will share their views with Boards but owners don’t want to be talking to brick walls or to have a sense that they were technically heard but not listened to.

The toughest job of the Board is to gather the diverse perspectives of the owners, to make sense of them, and to build new insight that creates a new vision and minimizes the divides. Once a Board does this, it must be out in the very open sharing and sharing again what it decided and why.

In conclusion, when Boards have deeper conversations with owners, it helps both the Board and the owners to become more understandable to each other, and equally important, to themselves. The Board can’t really know its thinking and the implications until it has expressed its values in policy statements and also until it sees those policies in the eyes of the owners. Deeper engagement with owners, builds trust, it is the oxygen that helps the relationship between Boards and owners thrive. Despite our efforts to connect (small or significant), as Board Members, we need to be sure listening is not missing under crisis.

We all know in our heads and our lived experience that humans need to be heard before they are prepared to listen… this goes both ways. Our Boards of Directors are therefore challenged to engage and not just hear but listen. The same challenge goes out to owners of organizations.

These 8 strategies for enriching the dialogue are offered as a springboard to better listening and therefore better understanding, more ownership input, and as a result better Board decisions and policies.