Expert Coaching. Practical Resources.

May 16, 2017

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Rose Mercier

Who Can I Talk To?

A question that often arises as a board is considering adopting or has recently implemented Policy Governance® is whether board members can still talk to staff or others in the organization. Others, including staff, can also share this uncertainty.

I am not surprised that this question is so frequently asked. Policy Governance asks boards to be disciplined in applying an integrated set of principles; this often means leaving behind familiar practices and adopting new ones. It can feel awkward as the board carefully feels its way into its new governance clothes. Board members sincerely wanting to act consistently with the principles often wonder what they should or shouldn’t do.

The principles of Policy Governance ask a board to speak with those who are the legal or moral owners so that the board understands their values and perspectives. The principles also ask the board to direct the chief executive officer about the benefits the organization is to produce, for whom and at what worth, and to set appropriate boundaries around the means the CEO uses. In this latter role, the board is asked to speak with one voice.

This gives rise to the question about the meaning of “one voice.”  Does this mean board members can’t speak to others outside the meeting about a policy decision? It depends. One board might decide as part of its Governance Process policies that once a policy is approved, board members will fully support that policy publicly and not share the diversity of views that the board had in discussion. Another board might decide that while board members are expected to fully support the policy, individual members can share their own view on the policy or the various perspectives that existed during the dialogue that led to a policy.  The choice belongs to the board.

The board speaks with authority through its written policies. Ends and Executive Limitations policies together comprise the directions given to the CEO. (Occasionally a board may direct the CEO through a duly approved motion about a one-off decision.) The board as a whole gives no other direction to the chief executive, and individual board members inclusive of the board’s chair do not speak to the CEO to give additional direction – unless, of course, delegated by the board to do so.

This principle is documented in the category of policies concerned with how the board delegates its authority.  These policies say something like, “The board will never give instructions to persons who report directly or indirectly to the CEO,” and “The board will refrain from evaluating, either formally or informally, any staff other than the CEO.”   The board also usually documents this principle in its policy on Board Members’ Code of Conduct: “Board members shall not attempt to exercise individual authority over the organization” and further, “When interacting with staff, Board members must recognize that individual board members have no authority to instruct or evaluate employees, and no authority to insert themselves into employee operations.”

After reading these policies, board members wonder legitimately: Does this mean I can’t talk to a staff person that I have often spoken to in the past? In response, I normally emphasize that these policies don’t say that you can’t speak with other employees or volunteers in the organization but they do say that as an individual, a board member has no authority to direct or evaluate any staff or volunteer who is accountable to the CEO. Board members often have diverse and in-depth experiences that have been useful to staff and volunteers and there is a mutual interest in continuing to have access to these ideas. So, speak away. Just remember that suggestions offered by individual board members have no authority, explicit or implicit, and may or may not be taken up.

Policy Governance is not intended to prevent board members from speaking but to encourage them to speak collectively as a whole board in their governance role and to acknowledge their lack of authority when they speak outside of that role.

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