January 29, 2020


Ted Hull


I was in my rookie year of consulting to boards in the area of Policy Governance®. I knew the model well enough to present it with clarity and accuracy. What I had not faced were the objections to the model. 

“So tell me how this model is better than any other model,” a board member challenged. I had suspected by his earlier questions and interruptions that he was going to be difficult to convince.. “This can’t be the only governance model,” he added. Not having experience in how to answer his question, I deflected it by responding that his organization was currently using another model. “What one are we using now?” he countered. To this day, I have no idea where my reply came from; I must have sounded like an insolent teenager who was repeating grade nine when I reacted by saying, “I have no idea; you’re the one who is using it; why don’t tell me about it?” While my response – or reaction – was not my finest display of diplomacy, I have used that line with many boards since. The only difference is that now I make the statement before the question is asked.  

What model is your organization using now? I’ll focus this blog on one I’ve often seen – the collaborative model. It really is not a model, but rather a way of discussing issues between the CEO and the board.  

There are at least two challenges with this model. The first is that even within collaboration, one party gets to make the final call. If it is the board, it’s tough to hold the CEO accountable for what has been decided.  If the CEO makes the final call, the board is really only making suggestions that it hopes the CEO will embrace and implement.  

The second challenge is that, by definition, this method of making governance decisions means there must be collaboration on everything. This includes the brightness of the photocopy paper or where the highlighters are purchased. As a board member you may want to suggest that such insignificant items don’t need to be discussed at all. However, then that so-called model really isn’t a model. Who decided that what type of office supplies are purchased or where they are sourced is not a matter to be discussed? At the very least, to be consistent with the model, the board and the CEO need to collaborate about the issues they won’t collaborate about. 

By way of contrast, Policy Governance is an internally consistent set of principles that, taken together, provide a comprehensive and systematic approach to governance. Beyond being simply a model, it’s actually a system in the scientific sense.  Examine your current governance model. Does it, too, have an internally consistent set of principles that function coherently as a system, and that stand the test of time, scrutiny, and functionality? 



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