Expert Coaching. Practical Resources.

September 18, 2018


Ted Hull

Prescribing vs. Proscribing

We love Policy Governance®, except for that negative language requirement. Why can’t we just tell the CEO how to do something? Tobe consistent with the model and still get its way, a board may go to great lengths to come up with creative ways of directing its CEO, while still employing negative language.

First, let’s remember the reason for the use of negative or boundary language. The concept of limitations is to make sure the board is limiting the means the CEO can use rather than telling the CEO how to do things. Once a board tells its CEO how to do the job, it can’t hold that person accountable for the outcome.

A typical global Executive Limitation policy states that the CEO shall not cause or allow conditions or activities that are unlawful, unethical or imprudent. There may be certain other qualifiers or variations, but this highest level or broadest policy will always be stated in a way which limits the means a CEO can use.

Every policy which is further developed will provide a more specific level of detail of the policy above it.  So when writing more specific policies, your board must ask how it is further interpreting the global policy.For example, the board considers it to be an unethical condition or activity (and possibly unlawful as well) for the CEO to cause or allow the mistreatment of staff. Of course, your board may use different words, but the exercise will help it to avoid sliding into the ditch (or even driving on the shoulder) of directing or prescribing the means which the CEO must use. I have found it helpful to have the board paste the global policy on the wall, and then keep asking itself if subsequent policies are further detailing the global policy.

Many boards struggle with writing policies without using phrases such as “shall not fail to…” which in most instances is virtually the same as “must.” Once you get to “must” you are now requiring that your CEO do something, or do it in a particular way. At this point, a board needs to ask itself how that policy further interprets a means deemed unlawful, imprudent or unethical, or whatever other conditions or activities are limited in its global policy.

But isn’t it just semantics? My initial response to that rhetorical question is “yes.” If it’s just semantics, then leave out shall not fail toterminology and state your policy using proscriptive or limiting language. However, in reality it is not just semantics. It is a backdoor way of directing or prescribing the means to be used by the CEO.

The principle of Executive Limitations is a two-edged sword. It both ensures that the board avoids prescribing or directing means as well as putting off limits or out of bounds those means which would be unacceptable even if they worked. A board just needs to ask itself what conditions, activities or decisions could the CEO make or permit staff to make which would violate the collective values of the board. Make sure it is not just a preference of some or even all of the board members. Having done that, use your Executive Limitations as a place to declare those values in a way which ensures they will not be violated.

As an adult, I took typing lessons at evening school. In the first class, we were told not to look at the keyboard. If we started to learn to type by looking at the key board, there was absolutely no hope that we would ever be able to change. That was over 40 years ago – and yes – I still look at the keyboard when I type. The tendency for a board to look at the operational keyboard is a bad habit that will be hard to break. Instead, let me encourage you to keep your governance eyes on the monitor.




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