Frequently Asked Questions

Committees and Officers
Helping governance rather than thwarting accountability

1. What is the role of the board chair?
2. What's the right relationship between the chair and CEO?
3. How can executive committees damage governance?
4. Is it true that the Policy Governance model disallows committees?
5. What is the Policy Governance rule about board committees?
6. What's wrong with having a treasurer on the board?
7. But don't board committees offer board members the opportunity for involvement?

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Helping governance rather than thwarting accountability

1. What is the role of the board chair?

   The most effective role is to serve as chief governance officer (CGO). The CGO is a first among equals in the sense that he or she has no authority except that granted by the board. The CGO is a true servant-leader in the Robert Greenleaf conception, just as much an employee of the board as is the CEO (though possibly without the perks!). A good CGO can help the board be true to its group and individual commitments, be forced to confront itself, and efficiently get its job done. But the importance of this position is because of its effect on governance, not on management.

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2. What's the right relationship between the chair and CEO?

   The two positions of chair and CEO are quite different. The CEO sees to it that the organization meets board expectations. The chair guides the board to meet its own expectations of itself. These jobs are not related by hierarchy. The CEO does not report to the chair, but to the board as a body. Similarly, the chair does not report to the CEO, but to the board as a body. Because the CEO works for the board, he or she is not accountable to the chair, not supervised by the chair, nor ever should be said to report to the board "through the chair." Hence, the chair and the CEO are colleagues, in adjacent jobs. The chair and the CEO may decide to interact in an advisory fashion with each other or not.

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3. Is it true that the Policy Governance model disallows committees?

   The model does not disallow committees. It incorporates a few principles which, if used, prevents committees from becoming tails that wag the dog or interfering with the critical integrity of the board-CEO relationship. As a practical matter, boards that have had a large number of committees often end up with far fewer or none using Policy Governance. But Policy Governance does not frown on having committees, just on compromising governance by the way they are used.

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4. How can executive committees damage governance?

   Executive committees need not damage governance, but can do so when they are empowered to take the board off the hook for shouldering the governance burden. Often this empowerment is phrased in bylaws as the authority to make board decisions when the board is not in session (which is, by the way, most of the time). The executive committee can become the real board within the ceremonial board; that is not a formula for promoting board wholeness. After all, the board as a whole bears legal and moral accountability. If, however, an executive committee is given the task of helping a board stay true to its commitments or other such charge that does not interfere with the board and only the board governing, then no damage is done.

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5. What is the Policy Governance rule about board committees?

   Let's begin by defining "committee" as any group created by the board, no matter who is on the group, no matter whether ad hoc or standing, and no matter whether it is called committee, task force, or other name. Sometimes forming committees can help the board get its job done. But the board must take care that committees do not (a) interfere with unambiguous delegation from board to CEO and (b) reduce in any way the full board's role in making governance decisions. Therefore, in Policy Governance board committees can exist only when helping with part of the board's job, never to help with or advise on part of what has been delegated to the CEO. Further, it is usually best for a board to request options from a committee rather than recommendations. As to committees created by and answerable to the CEO or the CEO's staff, the board can leave those decisions completely to the CEO, for they are not governance issues.

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6. What's wrong with having a treasurer on the board?

   There is nothing wrong with a board's having a treasurer if there is no CEO. Because of the managerially comprehensive nature of the CEO job, investing a board officer with responsibility for financial integrity constitutes overlapping (and, therefore, dysfunctional) delegation. If an outside authority requires the board to have such an office, the board should seek a way to eliminate any duplication with the CEO. One way would be to charge the treasurer with assisting the board to create and periodically revisit all board policies that bear on financial matters.

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7. But don't board committees offer board members the opportunity for involvement?

   Of course they do. But involvement is not necessarily a good thing. Involvement in the right things is. To involve board members in activities that damage accountability or duplicate work is to value members' involvement more that organizational effectiveness. Put another way, it ranks board member enjoyment over the board's duty to the ownership.

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