Expert Coaching. Practical Resources.

June 24, 2021


Richard Stringham

Where is Mr. Spock When You Need Him?

In previous careers, I have worked for several CEOs of non-profit organizations in which the respective boards weren’t using Policy Governance®.  Meetings of the board were always intriguing from the perspective of understanding what the board was thinking.

Prior to a meeting, as we put proposals together for the board’s consideration (yes, these were reactive rather than proactive board processes), the CEO and relevant staffs would ponder what the board wanted and whether or not a proposal would fly with the various members represented at the table. It would often become political, although it was usually very polite, as each board member grappled with how an idea would go over with her/his constituents (which is a subject for another blog).

Following the board meeting, a similar process took place as the next day the CEO would debrief with key employees (especially any of us who attended the board meeting) by asking: “What do you think the board meant by ___?”

It was a game of mind reading and there were times that I wished for the ability to do that famous “Vulcan mind-meld” to really understand what was happening in the collective minds at the board table. It all seemed a waste of time regardless of how intrigued one might be with the politics of the constituent groups. There had to be a more efficient way.

Fortunately, Policy Governance addresses the issue largely through the use of the principle of Any Reasonable Interpretation. When the board delegates authority to a subordinate (in this example, the CEO), it gives that subordinate the authority to use any reasonable interpretation of its policy statements. The subordinate is not expected to arrive at the board’s preferred interpretation.

Neither is the CEO required to check back with the board before applying his interpretation. However, the CEO is aware that the board will be monitoring his interpretation and determining if it is reasonable.

This changes everything! Suddenly CEOs aren’t expected to know what the board is thinking. Neither does the CEO need to consult with the Board Chair to get her take on what the board is thinking. Instead the CEO can focus on selecting from within the range of reasonable interpretations.

For its part, the board starts thinking differently. Instead of expecting the CEO to read the minds of the board members and return with the board’s preferred interpretation, the board realizes it must carefully craft policy. It is no longer acceptable to leave the room saying: “We don’t know how to put this in words, but the CEO knows what we mean!”

Of course the specificity of the board’s statements becomes important, as the more broadly stated an expectation, the more room for reasonable interpretations. Hence, the Policy Governance model includes the principle of policy sizes, in which the board states policies to an increasing level of specificity until it is ready to accept any reasonable interpretation. Clever!



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