October 3, 2017

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Ted Hull

Kinda’ Doing Policy Governance®

You are likely reading this blog because you have some familiarity with a board which professes to be using Policy Governance®. Maybe your board has been using the “Carver model” for years or it is using a hybrid model of Policy Governance.

I was hardly aware of Policy Governance when I was serving with an organization that contemplated moving in that direction. They engaged a consultant who said he had experience with Policy Governance. In retrospect it appears he had experience in governing by using policies. That board ended up thinking it was using Policy Governance when in reality it had merely introduced some elements of Policy Governance into its current structure.

Suppose I declared myself to be a vegetarian. That declaration will leave you with an understanding of which foods comprise my diet and more specifically which ones won’t make it onto my menu. For example I wouldn’t eat barbequed ribs or a Five Guys hamburger. However I would occasionally indulge myself with some lobster and fried chicken. My diet is essentially a hybrid version of vegetarianism. Some elements of that lifestyle I have embraced, others I have set aside.

You might want to point out that while eschewing red meat is consistent with being a vegetarian; that alone doesn’t qualify me as such. Vegetarianism is something and it is not something else. I don’t get to pick which meats I won’t eat and still call myself a vegetarian.

John Carver created and registered Policy Governance®. He, along with Miriam Carver is the authoritative source. You will note that the term Policy Governance® is capitalized and that in the title there is an ® attached to the term Policy Governance®.

The purpose of this missive is not to espouse the virtues of Policy Governance or to disparage any other form of governance. It is only to identify that Policy Governance is something and it is not something else. It is not a set of suggestions or even best principles for governing. It’s not a governance smorgasbord of principles which allows a board to arbitrarily choose one principle while ignoring others.  Policy Governance is a set of integrated principles. If you decide not to implement one of the principles, that decision has implications for your use of the governance model.

One example of this is the principle of Executive Limitations policies. In this principle the board avoids prescribing or mandating what means must be used to accomplish the Ends and instead puts off limits or sets out of bounds those means that would be unacceptable even if they worked. Board members who have served on a traditional board are often used to offering advice, suggestions and even directives to the CEO. As such, they would prefer to set aside or at least modify this principle of Executive Limitations, allowing the board to have the freedom to insist that a certain means be used if it deems that means to be preferable.

One of the nine remaining principles is Clarity and Coherence of Delegation. That principle includes delegating the accomplishment of the Ends, and the associated accountability, to the CEO. By setting aside the principle of Executive Limitation policies the CEO is now required to accomplish the Ends using any means, as long as they include those which the Board prefers or deems to be the most practical. So who ultimately decides the means to be used? Does the Board decide what it considers to be the important ones or the ones it prefers and leave the rest to the CEO? Does the CEO decide the means, unless the board instructs otherwise? Will the CEO implement a means today only to be told by the board to use some other means at some point in the future? By setting aside the principle of Executive Limitations policies, the principle of Clarity and Coherence of Delegation has been compromised.

So, like vegetarianism, there is no such thing as a hybrid version of Policy Governance. Your board either uses it or it doesn’t.

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