February 13, 2018


Joseph Inskeep

Board Education or Meddling in Operations?

If a board informally hears that staff is struggling to achieve a particular Ends policy, and the board doesn’t know why, how might it proceed? Assuming no violations of Executive Limitations, isn’t the implementation of Ends policies the sole prerogative of the CEO? Can the board seek information related to these struggles without meddling in operational means?

The short answer to both questions is “yes.” Let’s recall that a key part of the board’s job is creating and then monitoring Ends policies to ensure that defined recipients receive defined results at an acceptable cost. The delivery of results to recipients can break down in several ways:

  1. The board could delegate a policy that is unattainable (“a world at peace”).
  2. The board could create a very broad policy (“members have a functional network”), while the results actually intended by the board are somewhat narrower, but have not been defined by the board.
  3. The CEO reasonably interprets an attainable policy but is unsuccessful in its implementation.

While the third is normally an issue of CEO performance (unless the reason for lack of success is factors beyond the CEO’s control), the first two are issues of board performance. The simplest solution may lie in developing Ends policies that more clearly and specifically convey the board’s intent.

Asking the CEO to provide information from the staff that will help the board further define those Ends is a perfectly appropriate area for board education. For example, what specific needs do staff see in the area the board intended to address? This is not education about staff means (which would be how the staff go about achieving the results). It’s education about what the specific needs are (at least, from the staff perspective) so the board can decide if it should be more specific and detailed in defining the expected results.

The board could ask owners, staff, or for that matter, any relevant stakeholders what, in their view, the highest priority needs are. Asking owners would be ownership linkage; asking staff and/or stakeholders would be board education in service of crafting good policy.   It is not meddling; it is the board doing its policy job.





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