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Should The Board Approve Ceo Interpretations In Policy Governance

A frequent question of learners of Policy Governance is about what the board should or should not "approve" in Policy Governance. This is an area that sometimes results in confusion because it requires a shift in mindset from traditional governance practices. Traditionally governed boards "approve" (or adopt, or accept) all manner of operational decisions. This article focuses specifically on the board's actions in respect to monitoring reports from the CEO.

Policy Governance requires a change in mindset because it frames the board's role differently: a decision belongs either to the board, or to the CEO, but not to both. If there is to be clear accountability for results, it is necessary to be completely clear about who has authority to make any given decision. That is the reason for the Policy Governance principle that once the board has delegated fulfillment of a policy to someone, that person has authority to make "any reasonable interpretation." If the organization has a CEO, that CEO makes the operational decisions. Only then can a board fairly hold the CEO accountable for results.

For example, if the board adopts an Ends policy requiring the result that "English second-language students will have the qualifications necessary to enter post-secondary education" the CEO may make any reasonable interpretation of that End. Keep in mind that a reasonable interpretation is an "operational definition." Therefore, it should include measurable indicators that, if achieved, would demonstrate achievement with the End, as well as defensible rationale for why those indicators are reasonable. Since Ends are generally long-term in nature, and boards are unlikely to want to wait several years to receive reports of achievement, it's likely there will be indicators for several stages – milestones – such as, in year one, it's reasonable to reach a particular level of achievement, and in year two some higher level. Achieving those milestones is complying with the End, even though the ultimate long-term End may take several years to achieve.

Typically, boards see interpretations at the same time that evidence of achieving the interpretation is also provided, although the board has the right to ask for a monitoring report (including a report that includes only interpretations) at any time. There may be occasions, especially for newly created Ends, when a board wishes to see the interpretation soon after the policy is written, before evidence is available, to assure itself the policy was stated clearly enough to set the intended direction. The board's job when it receives an interpretation is to make an assessment – an evaluation – of whether the interpretation is reasonable.

This is NOT the same as board members, or even the board as a whole, agreeing with the interpretation, since for any given policy there are a range of possible reasonable interpretations, which board members may or may not have made if they were doing the interpretation. It is determining whether a reasonable person, given the board's words in the policy, could have made that interpretation. That is why the CEO's defensible rationale is very important.

It also is NOT the same as the board approving the interpretation (which in effect would make the board, rather than the CEO, own it). Doing that is in essence saying the CEO has the right to make "any reasonable interpretation the board has previously approved" according to John and Miriam Carver in Reinventing Your Board (p. 193). Rather, it's determining if there is enough rationale to convince the board that a reasonable person in a similar situation could have made the given interpretation.

There are three possible outcomes for the board's assessment of the interpretation:

(a) The board determines the interpretation is reasonable. It's important to clarify the board does not "approve" the interpretation, because as noted above, what the board "approves" or "adopts" (the words are synonymous in Robert's Rules) it now owns. That would violate the principle that the CEO is the only one authorized to interpret the policy. Further, circumstances could change before the next reporting period, rendering the existing interpretation UNreasonable, and the CEO needs the flexibility to make a timely decision to change it without having to come back to get the board's approval– always with sufficient rationale as to why the new interpretation is now reasonable. Ideally, the board documents its decision in a motion that it has assessed the report and finds it does or does not provide a reasonable interpretation of the policy.

(b) The board determines the interpretation is not reasonable. In this case, the board sends the CEO back to the drawing board, with a time frame within which to produce a reasonable interpretation. Ideally, the board documents this assessment and expectation in a motion so follow-up can be tracked.

(c) The board determines the interpretation is reasonable, but realizes the interpretation is in a direction the board did not mean when it wrote the policy. In this case, the policy itself is flawed, so the board sends itself back to the drawing board to refine the policy and provide enough clarity so that the current interpretation would no longer be reasonable.

To recap, interpretations of Ends and Executive Limitations (the board's directions to the CEO) belong to the CEO, not to the board. Therefore, the board should never approve, adopt, or edit them. The board should rather assess or evaluate them for reasonableness. Do they meet the test of whether a reasonable person could have made the interpretation? The board then documents its assessment of the interpretation.

Serving With Confidence

I often have conversations with other young professionals about the intricacies of serving on a Board of Directors. So many of us want to join a board to take a leadership position within organizations that we're passionate about, but some might feel that their voices aren't as loud as their more experienced peers. You may, as I have, struggle to speak up with confidence during board meetings or in meetings with executives.

This is where it's useful to seek out education in governance.

I joined a Board of Directors before I ever received training in how to govern effectively. So when I learned about a conference in association with GOVERN for IMPACT, I jumped at the chance to learn the concepts and tools of effective governance. I came away from that first conference feeling so much more prepared to lead my organization, and so much more knowledgeable about my responsibilities. I've been working with Govern for Impact ever since to continue to learn and provide opportunities for other young professionals to do the same.

So, if you're on a board or looking to sit on one, why should you consider attending this year's GOVERN for IMPACT conference?

1. Knowledge– the number one reason is that you will learn your legal and moral responsibilities, and develop the skills to deliver those in the most effective and efficient way possible.
2. Confidence– Gaining effective governance knowledge gave me the confidence to contribute in board meetings without pausing to think that maybe I don't know as much as another board member. It also gave me the confidence to accept the role as President (Chair) of IABC/Toronto – a professional association for communications professionals.
3. Mentorship and networking– Sessions and workshops are great ways to develop tools and skills. However, the biggest value in any association or conference, is the ability to discuss with peers (those both less and more experienced than you) and to brainstorm over those tougher dilemmas.
4. Lifelong friendships– Discussing, debating, and getting involved with like-minded peers has led me to develop so many friendships that I cherish. The people I've gotten to know through these types of associations have become some of my closest friends, and that is invaluable.

If you're looking to change the world, demonstrate leadership skills and develop strategic thinking, sitting on a Board of Directors is one of the best things you can do both personally and professionally. And gaining the knowledge and skills to govern effectively can help give you the confidence and tools to make sure your presence has an impact.

Lindsay Grillet has been working with GOVERN for IMPACT on behalf of Young Professionals for more than 5 years, and serves on the IABC/Toronto Board of Directors as Chair. She is passionate about facilitating shared understanding and has training in Psychology, Public Relations and Cross-cultural communications.

Covid 19 Does Your Board Have This Covered

A few weeks ago, the Canadian federal Minister of Health, cautioned Canadians to prepare for a COVID-19 virus outbreak here. We are appropriately witnessing more severe measures already in place elsewhere and in Canada such as many jurisdictions calling a 'state of emergency'.

While governments are bracing and responding, Boards of Directors are wondering if their respective organizations are ready. And well they should, given that they have a duty of care for the organization's performance and this health emergency is having serious impacts on most businesses and their people.

When Boards face challenging and urgent situations, there is a tendency to react and forget what is already in place. This applies as much to Boards using Policy Governance® as those that are not.

For example, a museum board considering a COVID-19 outbreak might roll up its sleeves and start building contingency plans for those operational areas impacted by such an outbreak (e.g., staffing absences, shortfalls in revenues due to fewer members of the public attending, if and when to close the museum to the public, how to help health authorities connect with those who might have been exposed to a verified COVID-19 carrier who was at the museum).

A School Board might jump in and require that the CEO develop contingency plans for an outbreak including specific actions the Board requests (e.g., protocols for school buses, how to continue educational support if children are required to stay home).

But for a Board using Policy Governance, in all likelihood, you've already addressed your concerns in your policies!

Each Board is unique in the content of its policies; however, if the Board has built and maintained its policies using the policy architecture of Policy Governance (i.e., policies are created in sizes), at some level you've addressed your concerns. For example, you might have a policy that:

[…the CEO shall not:] Permit clients to be without reasonable protections against hazards or conditions that might threaten their health, safety or well-being.

In addition, you might have a policy such as:
The CEO shall not cause or allow a workplace environment that is unfair, disrespectful, unsafe, or disorganized or otherwise interferes with employees' ability to do their jobs.

And regarding financial matters:
With respect to the actual, ongoing financial conditions and activities, the CEO shall not cause or allow the development of fiscal jeopardy…

"Okay," you say, "what about plans for those situations?"

In some cases, we've worked with boards to develop policies such as:
[…the CEO shall not:] Permit budgeting for any fiscal period or the remaining part of any fiscal period that is not derived from the multi-year plan.

In other words, the CEO is not obligated to stay with the budget created at the beginning of the year. If the situation has changed, it would be imprudent not to revise her budget accordingly. It would also be imprudent not to revise her budget to ensure compliance with the Financial Condition policies (e.g., don't allow fiscal jeopardy").

Of course, your Board might not have these or similar policies in place; but if you are using Policy Governance, chances are you have a General Executive Constraint to the effect of:

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

Would there be any interpretation of that policy which did not include contingency plans for an event that is highly probable? Even without a policy directly naming COVID-19 or any other public health concern, the board has addressed this issue.

Nonetheless, a Board using Policy Governance should not be content with just having those policies in place. It should rigorously monitor to ensure compliance.

Under normal circumstances, the Board would expect to monitor each of the relevant policies over time. However, these aren't normal circumstances. What can and should Boards do?

The Board can require that your CEO provide a special monitoring report to demonstrate compliance with potential scenarios related to your organization in the event of a COVID-19 outbreak. In other words, the CEO would provide a report demonstrating that she has plans in place to address those policies (such as those included above) impacted by such an outbreak.

In this case, monitoring of student safety by the school superintendent needn't address other issues of student safety as it would for a normal monitoring of student safety.

Instead, it would provide interpretations and evidence for measures in place related to student safety and COVID-19. To ensure that Ends are achieved, the superintendent's contingency plans might address how education can continue if schools are forced to close by government officials. Planning for related revenue shortfalls and/or increased expenses can also be a part of this report.

The impact on each organization will be somewhat different. The policies that the CEO must address will vary accordingly.

The Board's job is to ensure that the CEO's interpretation of Board policies is reasonable for the outbreak. This does not mean that the Board needs to become experts in virology or public health. It does mean that it should look for reports which give robust rationale for why the interpretations are reasonable. For example, have the interpretations been created based upon solid advice from health professionals?

Following this process, your Board should get better results than if the Board dives in to develop specific operating plans or directing what should be included in the plans. Work your system and it will work for you.

Richard Stringham,
Senior Consultant

The Policy Governance And Dialogue Interconnection

A very important element of the success of Policy Governance is the dialogue that can be created by following the principles. Good governance is about translating values into results, and to be able to have a meaningful conversation about values, we need to engage in dialogue. But there's a caveat: dialogue doesn't automatically result from following a set of principles. All participants have to actually see the benefit of dialogue, and act to make the dialogue happen.

As John and Miriam Carver put it in their book Reinventing your board: boards using Policy Governance are 'spokespersons for meaningful values, to model bigness of spirit' (p. 229). Policy Governance, and for that matter, dialogue, is about that spirit as much as about the policies on paper.

In my consulting practice, I have learned that Policy Governance only works if at some point during implementation, boards make that switch and change the nature of the conversation from an arena-like discussion to a circle of dialogue.

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Boards Purpose And Policy Governance

I read a lot of stuff. Online and print, articles and books, the most recent releases and the not-so-current: governance, strategy, management, culture, measurement, news, technology, music, food, mysteries…you get the idea.

I don't read everything with the same attention to detail with which I read governance books and articles. Often, I find myself having an internal dialogue about how an author's ideas relate to Policy Governance principles – the main preoccupation in my consulting. I'm intrigued by the increasing frequency in my regular reading of the attention being given to concepts such as ownership, accountability, role of the board, the chair's role in ensuring integrity of board process, or the need to separate management and governance roles. If your board is already using Policy Governance, these ideas sound familiar – right? Not that authors of what I have read reference Policy Governance. I suspect many are not familiar with or, if they are, fully appreciate how in the early 90's John Carver wove these elements together into an integral system of governance.

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Nose In Fingers Out Is Not Enough

Over the past two decades ‘GOVERN for IMPACT’ affiliates and our broader community of people interested in governance excellence have learned that ‘board governance’ is an unique discipline in our world. In a recent discussion of university board and president leaders, I heard governance described as “fingers out, nose in…”. You can imagine, I was horrified by this limited vision or view of what governance is or how it contributes to organizational impact.

What the speaker meant by “fingers out” was that boards should not involve themselves in one-off operational decisions… very true! The board’s role in operations is to empower operations through clarity regarding risk, desired organizational impact, and establishing any boundaries on operations. Further, when he said “nose in” – not a pretty picture – he meant that the board’s role is to be looking for significant challenges in ethics, prudence, or the lack of results achieved for the desired recipients or beneficiaries. Again, this has some truth as the board is accountable for an ethical and prudent organization which produces meaningful outcomes/results… better, however, through a logical monitoring/evaluation process… rather than sniffing around for the bad stuff.

The most concerning thing about the “fingers out, nose in” concept of governance is that it misses some of the most important dimensions of board governance starting with strategic foresight and the leadership of specifying expected organizational outcomes. The board has a significant responsibility and opportunity to really drive the organization to critical impacts now and for the future.

The board, in its articulation of desired impact, does not create these ideas in an ivory tower or in a vacuum. The board’s wisdom on strategic insight and foresight comes from critical conversations with owners, from scanning the environment to look for disrupters, from identifying opportunities to impact where there is a need, and from forming a collective ambition to have a positive impact over the long haul or as long as is needed.

We are so highly regulated these days that if all our governing boards do is ‘sniff out’ bad ‘stuff’ and keep their hands out of operations, then we really have to ask “what is the long term value of governance?”.

Board members generally come to a board table because they envision and are committed to positively contributing, to make a real difference, to creating real value or impact. If this is the case, their contribution of looking beyond the day-to-day work, to looking beyond strategy, and to look forward and as a result actively influence the organization’s purpose and its impact… this is a big part of governing successfully.