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More FAQs: model | owners | board | policies | ends | means | committees | monitoring | ceo | staff | getting started | consulting
History of the development of human understanding and mastery is replete with the breakthroughs that come from moving from trial-and-error experience to creating underlying theory. Theory is an explanatory set of concepts and principles that might not be evident on the surface of things, but that determines what those "things" are and how they operate. Medical practice, aviation, and electricity all existed before germ theory, aeronautical theory , and electromagnetism theory; but introduction of the understanding made possible in these and other fields due to theory propelled them out of their dark ages. Governance of an organization by an accountable, authoritative group has benefitted from agency theory and general management, but has been severely handicapped by having no unifying theory, no foundation of generic principles upon which each board could build its uniqueness. Policy Governance can, with equal accuracy, be called a theory of governance, a technology of governance, or a governance operating system. It is important to note that "model" in this context is not a certain structure or form.
Policy Governance was originally designed as an integration of characteristics that all governing boards have in common, such as accountability for their distribution of authority to others. The intent was to find a universally applicable set of principles upon which each unique board could develop its own governance. This is the same kind of "one size fits all" as represented by an anatomy chart or a scientific theory. When the fundamental truths are discovered, we can hold them constant while making uncountable variations built on them. One example is the marvelous variety in bridges even though they are all built on the same engineering principles.
Because it is! If you boil down any field of endeavor to its basic, irreducibly minimum principles, those principles are quite fixed. Holding them fixed means all other factors can be allowed to vary as a given board wishes. Engineering principles are very rigid, but if faithfully observed can be the foundation for an untold array of bridge designs. Any generic theory consists of an inflexible few tenets upon which can safely be built an uncountable array of unique structures and processes.
The "flagship" publications are Boards That Make a Difference (John Carver) and the less imposing Carver Policy Governance Guide series (John and Miriam Carver). Beyond those references, there are a number of books (e.g., Reinventing Your Board by John and Miriam Carver, The Board Member's Playbook by Miriam Carver and Bill Charney, Corporate Boards That Create Value by John Carver and Caroline Oliver, as well as other books) and the bimonthly Board Leadership edited by John and Miriam Carver). For even more, see the bibliography elsewhere on this site.
The model is designed for any group of persons that, usually on behalf of others, has governing authority over-and, therefore, accountability for—enterprise. Consequently, it applies to nonprofit and equity (profit) corporate boards alike, as well as many governmental bodies like city councils, airport authorities, and school boards.
That is true; there is nothing new about saying boards should do their work through policy. In fact, there has long been a now discredited caution that boards should separate policy from administration, leaving the administrative part to staff. Policy Governance is not built on such a simplistic division. The message of Policy Governance is not simply that governing boards should be policy boards—it is a complete redesign of just what policy is and what principles apply to its construction and its use. People have long known it is good to eat healthfully, but it took nutritional science to make that advice more than a bromide. Until Policy Governance it has been impossible for a board to govern responsibly through policy because the policy technology available could not support that burden.
Yes. Boards that are awkwardly large, publicly exposed, highly regulated, or conceptually inflexible have a harder time sticking with the discipline of Policy Governance or even understanding it fully. Large boards—because they have a hard time taking group responsibility for themselves. Exposed boards—because the invitation to posturing is often overwhelming, making it a personal risk to take bold steps. Highly regulated—because regulators, steeped in years of tradition, actually require boards to use practices that are not leading edge. Inflexible boards—because Policy Governance requires boards to re-order how they view the job and its methods of control. Having said that, we must add that these factors do not mean such a board cannot use Policy Governance well; but they must work to overcome the extra impediments.
No research show any specific form of governance more effectively fulfills the purpose of governance; the research has simply not been done. There has been a lot of research on what you might call the microquestions such as what makes board members feel more productive, what pleases CEO desires about board behavior, whether board members feel the CEO is successful, and so on. But the macroquestion, the only one that really matters, has not been researched as far as we know. What is that question? One need only go back to the purpose of a governing board and ask whether that purpose is fulfilled under this or that condition. But having a purpose for governance requires either a good guess, a sound theory, or some other basis. Policy Governance assumes that the purpose of a board is to see to it that owners' wishes, possibly as adjusted by informed inquiry, are fulfilled in organizational performance. That is the simple, albeit not easy, job of being an effective agent of the owners. Policy Governance is designed from scratch to achieve that result. As to why the research has not been done—other than that it isn't easy research to do—you'd have to ask the academic, research community.
Because Policy Governance is a set arrangements of concepts and principles, if modified it is no longer Policy Governance. Boards can, of course, borrow concepts from Policy Governance and use them as they wish, but they may not call their hybrid Policy Governance. Frequently, however, boards think they are modifying the model when they are only using the flexibility provided within the model. For example, a board might believe it has modified the model by having committees, mistakenly thinking that the model prohibits committees.
Absolutely! The model is hierarchical because it elevates the organization's owners to the top position. Neither board nor staff are allowed to cheat owners of their rightful dominant role. The board represents the owners and would fail in that stewardship if it allows staff to be on an equal level. Often, opposition to being hierarchical turns out to be from a staff wanting the board to treat owners and staff as equals. To do so would be irresponsible. However, being hierarchical does not have to be oppressive. It doesn't have to cause greater control over staff than what is absolutely necessary to honor the owners' rights to have a productive organization.
Policy Governance is not designed to "fit the way boards do things,"' but to provide a governance design that optimizes owners' informed control over what is theirs. Consequently, the model is not a board tool to govern management the way management wants to be governed, nor is it even an assembly of comfortably familiar practices for board members. Frequently, "the way we do things" means "the way our management does things" or, at best, "the way our board has traditionally done things." If fitting what already exists is the desire, then Policy Governance is not a good choice. It forces a new and more carefully constructed discipline of board stewardship combined with optimal staff empowerment, far more than the patched-together practices that conventional wisdom provides.
The set of concepts and principles that comprise the model are not different. The most useful words to communicate those concepts can be different. For example, "ownership" for equity companies is the body of shareholders unless public policy causes other groups to be included (as is labor in some European instances), just as trade association members are owners of a trade association. While nonprofits often find the idea of ownership a bit alien, they can understand the idea. The place where language can be problematic, however, is with beneficiaries—those persons whose lives the organization exists to change. For this group, nonprofits and sometimes government often use the words customer, client, student, or other such recipient group. But for an equity corporation to use the word customer would miscommunicate, since the beneficiaries for whom an equity company exists are shareholders. Thus, for them, owners and beneficiaries are the same people, just as is typically the case in trade associations and professional societies. In any event, the model is as intentionally designed for equity corporate boards as it is for nonprofit and governmental boards.
The name "Policy Governance" was chosen to describe the brief set of principles that enable governance to be theory-based and conceptually coherent. When such a paradigm is in wide use, people tend to alter this and that segment so that it loses its coherence; that is, there is a tendency to 'cherry pick' and thereby to destroy the soundness of the design, just as altering this wheel or that in one's watch. The term Policy Governance was registered simply to give the designer a device to prevent dilution. The service mark registration has never meant there is a charge for using the model; it is free to all with appropriate attribution and accurate use.
The Balanced Scorecard, along with other impressive and useful tools for modern management are just that, for management. A great impediment to the development of governance is that it is traditionally treated as an instance of management rather than as a related but separate endeavor. No wonder boards have difficulty distinguishing governance from management, for people keep imposing management methods and concepts onto governance. If a board governs well—which includes delegating well—managers can be free to use a number of excellent tools to fulfill the board's expectations. But that doesn't make those tools appropriate for governance, just as a wrench is appropriate for a mechanic, but not for an engineer.
These words serve well in management. But there is no reason to think the same concepts or words will be best for boards' work when governance is designed to fulfill its unique leadership purpose rather than merely a reflection of management. The concepts represented by management words disregard distinctions that are crucial for optimizing governance. For example, there are two distinctions that enable a board to establish what it will decide versus what it will delegate, as well as balance staff empowerment and accountability. These are the ends/means distinction and the distinction of articulated levels of breadth for all decisions. No existing management concepts correspond to these distinctions; for good governance they are crucial.
Yes, it does. Fiduciary responsibility must never be ignored. The greatest fiduciary responsibility is ensuring that what the organization produces (e.g., literacy, shelter) is worth what it costs. (Most discussion of fiduciary responsibility, however, concerns far less momentous activity.) Policy Governance focuses boards on the more profound fiduciary responsibility through explicit attention to prescription and measurement of "ends," a concept that includes both results and costs. Few non-Policy Governance boards know whether ends are being achieved or not, since typically they have not established any. Fulfilling all the board's fiduciary responsibility does require much involvement, to be sure, but involvement in setting wise expectations and monitoring performance rigorously, not in hands-on, trivia-beset micromanagement.
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