Frequently Asked Questions

Operational Staff
The board's relationship with staff below the CEO

1. Should staff attend board meetings?
2. Isn't it a waste of talent if board members cannot help staff?
3. Is it true that the board can't talk to the staff, and if so, why?
4. How can a board member contribute special skills or knowledge when the board must "speak with one voice"?
5. Does Policy Governance apply when there is no staff?
6. What about the clerical person who takes minutes and in other ways works for the board?
7. Staff are the most critical ingredient in success, why shouldn't the board have a hand in their selection?

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1. Should staff attend board meetings?

   Staff under the CEO may attend board meetings, unless an in camera item is being discussed, but should not be required to attend by the board. Occasionally the board may wish to obtain staff input about a decision the board is going to make, and asking the CEO for the attendance of staff members for such a purpose is fine. Sometimes, the CEO may decide that he or she will need the assistance of a staff member in giving input to the board, and the CEO of course has the authority to require staff attendance at such times. Perhaps the most important point, however, is that the board meetings belong to the board, not to the CEO and certainly not to the CEO's staff. Nothing should ever be allowed to cloud that distinction.

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2. Isn't it a waste of talent if board members cannot help staff?

   It might well be. But there is nothing in the Policy Governance model that prevents individual board members from helping staff unless the staff do not want it. As long as only the board as a body can exercise authority over staff (and then only over the CEO if there is one), then individuals can relate in any way they wish. With this construction, it is obvious that board members cannot foist their advice on staff, but may freely give it if asked. The key is that the mechanism of advice must always be thoroughly under the control of the advisees.

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3. Is it true that the board can't talk to the staff, and if so, why?

   No, this is not true. In Policy Governance, anyone can talk to anyone. What is true, however is that the use of authority between board and staff is very carefully controlled. Only the board issues instructions; board members—even the chair—do not have the authority to do so. And board instructions go to the CEO, if there is one. In addition, board members as individuals or as a group are not permitted to make assessments of the performance of sub-CEO staff members. Having the right to judge performance is actually almost the same as having the right to set expectations. The board as a body assesses organizational compliance with its pre-stated expectations, and holds the CEO accountable for this compliance.

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4. How can a board member contribute special skills or knowledge when the board must "speak with one voice"?

   Nothing in Policy Governance prevents a board member from advising or helping staff as long as two safeguards are in place: (1) The board has made clear that no board member has any authority over staff, even the authority to foist advice or even demand to be heard, and (2) the CEO or his/her delegatee requests or accepts an offer of advice or help. With these rules in place, there is no limit to the amount staff can tap the special gifts board members might bring.

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5. Does Policy Governance apply when there is no staff?

   Yes, but because very small organizations normally have less need for a sophisticated system, using Policy Governance may be like using an advanced management system for our housecleaning. The way in which it can be most useful is in helping board members know when they are being a board and when they are being a staff, for different principles apply. For example, as board it is important that decisions be made by the group; as staff, it is important that individual decision-making be as unencumbered as possible.

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6. What about the clerical person who takes minutes and in other ways works for the board?

   While it is possible for a board to have a "secretariat" that is apart from the CEO, doing so is normally not the best choice. Therefore, the board clerical assistant works for the CEO, but is assigned by him or her to board service. If the board does not get from this help what it has said it wants, its recourse is upon the CEO, not the clerical person. In other words, the board holds the CEO accountable for providing a certain level of assistance.

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7. Staff are the most critical ingredient in success, why shouldn't the board have a hand in their selection?

   Ironically, this is why the board should not be directly involved except to choose a CEO. In any situation, accountability is maximized when as many of the factors of production as possible are in direct control of the one to be held accountable. When a board involves itself in any of those factors, it reduces the degree to which it can hold its CEO accountable. The best course for the board to take is (a) to demand performance and assess it rigorously and (b) to establish limits outside which CEO (thence staff) decision-making cannot go, and assess that just as rigorously. It is only when boards fail to do these things that they are tempted into 'getting into the kitchen.'

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More FAQs: model | owners | board | policies | ends | means | committees | monitoring | ceo | staff | getting started | consulting