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The job of every board that is truly a governing (versus advisory) board is to ensure that (a) there is an authoritative and effective link between an organization's owners and the operations of that organization, (b) the relevant values of the board as owner-representative are explicit, up to date, and accessible, and (c) the actual performance of the organization matches that which the board has stipulated. Those three outputs (or "values added" or "job products") are true for all governing boards, but for some boards additional ones are relevant, such as donor funding, legislative change, or other contributions that the board assumes as its own personal responsibility.
No. Like corporate governance codes worldwide, S-Ox (as it is called) focuses on lack of transparency, conflict of interest, and other misbehaviors listed corporate boards have been guilty of. It does not apply to non-listed companies or to nonprofits. However, it contributes little to the nature of governance. Like traffic laws that prohibit speeding and certain turns, it protects shareholders from boards more than it helps boards learn how to govern. Like the road rules in which a driver can comply with all the rules and still be a bad driver, S-Ox doesn't make better boards nor does it stimulate their interest in better governance so much as in lawful compliance.
We know of no right board size. The size in any specific situation should be that which most likely assures that the board will get its job done. Experience seems to demonstrate that a size in the neighborhood of seven is best for enabling a board to truly be in control of itself, to have spirited yet productive debate, and to engineer further input from larger groups when necessary. Large boards are easier to manipulate, find it almost impossible to govern themselves, and give rise to cliques and stage-managing.
Board evaluation of itself follows the same rule as evaluation of the CEO: it must be against criteria and done regularly. The criteria for self-evaluation can all be found in board policy categories governance process and board-management delegation. In those policies, the board will have set out its expectations of itself. It is much more important that self-evaluation be frequent than that it be laboratory-precise.
It is very important that the board's agenda be, truly, the board's agenda rather than the CEO's agenda for the board. Contrary to common practice in which the CEO supplies an agenda, in Policy Governance the board produces its own, for a proper governance agenda is not a rehashing of management decisions. The proper agenda is about the kinds of debates and decisions that proactive governance requires, not an interminable review of staff activities and rendering approvals, both of which are poor uses of board time and wisdom. The actual meeting agenda is but a single installment of a longer range agenda that the board itself should carefully develop, only then possibly to charge the chair with meeting-by-meeting fine tuning. A board that cannot govern itself has no hope of governing an organization.
Yes, but the consent agenda is used in a way that is a little different from what we have been used to seeing. In Policy Governance, all issues are either the board's to decide or are delegated to CEO to decide. The only issues that would come to the board's agenda are those that the board has to deliberate and decide. Other matters are left to the CEO. But there are boards that are compelled by outside authorities, such as funders, regulators and accreditors, to make decisions that, in fact, have been and should have been delegated to the CEO. In such cases, the CEO brings the item to the consent agenda, demonstrating that the board's acceptance of the items is safe since they comply with existing board policies. In these circumstances, items are not removed from the consent agenda, for to remove them would be to undelegate them.
No problem at all. There should be healthy, even passionate disagreement on a board in order for it to presume to be representing diversity in the ownership. So disagreement is a blessing not a blockage. After fair debate, if there are not enough votes to pass a measure, then the board has not spoken. If there are enough votes, the board has spoken. And what is thereby spoken is the "one voice" we have written about. The board should expect its CEO to treat a 5-4 vote exactly the same as a 9-0 vote. It is an irresponsible board that expects the CEO to deal with its inability to reach a decision or to invoke a calculus to handle a split vote.
A board member who disagrees with a decision made by the board has every right to do so. Indeed, there would be something wrong with a board that always agreed unanimously with everything. It is usual that important issues are issues about which people disagree. In the Policy Governance board, this disagreement is thoroughly expressed and considered before the final decision is made. This enables everyone to say that the process used was fair, open and inclusive. The board then requires that the dissenting board member who announces his or her dissent also announce that the process used was proper.
Although people will define the term in a variety of ways, in Policy Governance it would be sabotage if a single board member tries to "end run" the board. It is not sabotage to disagree with other board members, no matter how passionately. But it is sabotage to attempt to undo what the board has legitimately delegated to the CEO. Such sabotage cannot succeed, however, if the board is doing its job the way it should. That includes the board's protecting staff from individual board members when they snipe at, grill, or otherwise act toward staff as if a dissident board member has the right to set criteria for operational performance individually. So while differences of opinion, values, or points of view among board members should be active and transparent to all, a CEO affected by board members' differences rather than what the board as a body finally decides is a certain sign of poor governance.
Not at all. Governing at its irreducible minimum includes (a) a respectable link between ownership and board, (b) explicit and comprehensive expression by the board of governing values, and (c) assurance that the operational part of the organization successfully performs. For some organizations the board's duty cannot be fulfilled without bringing in funds, most likely donor funds. For those organizations, the board will give itself this duty in addition to the fundamentals of governing. But proper governing is the base upon which the board adds this or other duties. Policy Governance prevents putting fund raising up front, leaving governance to be something the board gets around to if there is time. Fund raising is never as important as governing an organization such that it is worth raising funds for.
No. There is rarely a reason for the board to meet without its CEO. Independence doesn't require the absence of staff or going without applicable staff input. It means the board must have the assertive strength to listen to many viewpoints, weigh the relevant values, then make its decision. Each decision must be—in the board's independent judgment—one of fidelity to the ownership. Because the CEO is an important resource to the board, as well as the board's single authoritative link to the operational organization, he or she should normally be present. The presence of other staff can, in most cases, be left up to the CEO. And, though there is no explicit Policy Governance rule about it, we feel any borderline situation should be decided in the direction of transparency.
Individual board members might be able to help staff and may do so under Policy Governance, but only if staff wants that help. The job of the board, however, is not to help staff, but to own the business as owner-representatives. So one job is compulsory and by the total board, while the other is optional and by individuals. Board members should be chosen to ensure governance skills, then if their help is acceptable to them and staff, they can help. But it is folly to elevate the discretionary above the critical or even risk giving short shrift to the capabilities of governance. Governance requires intelligent, wise generalists.
No. Your school board is elected to see that the general public (those who own the system) get their money's worth in appropriate student learning. Boards aren't very good at running anything, including schools. That is why they employ a CEO, normally called superintendent or director of education. A wise school board sees itself as the public's purchasing agent with respect to education. A purchasing agent decides what is to be bought and what it should cost, then holds the vendor accountable. That is what a board using Policy Governance does when it creates ends policies, except that the vendor is the CEO.
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