Board gov

The basic frame, or screen, through which The BroadBaker Group assesses organizational performance is composed of three cardinal elements, strategy, quality, and execution of the fundamentals. However, in the center of this leadership model, or frame, sits governance. Out of governance flows the values & ethics, vision, mission and policies that drive how well the organization does its fundamentals, its strategy, and its product or service quality. Board governance can be defined as establishing, assuring and overseeing the purpose(s) of an organization, and the achievement of those purposes on behalf of owners (actual or moral), while assuring the avoidance of the undesirable. It is sometimes called "the purposing function." The board, as a group, is accountable for the governance of the organization, and as such, it has total accountability for, and authority over, the organization. This is a weighty responsibility.

The necessity for a high performance board

A high performance organization must have a high performance governance mechanism. The board must know how to govern through the use of policies, not intrusive methodological directives or, on the other hand, passive approvals of Management initiatives. Furthermore, it must not violate the integrity and coherence between authority and accountability required for effectiveness. And, it must monitor responsibly, closing the loop of accountability.

...And its rarity

Unfortunately, most boards do not function well, even though good, even very smart, well meaning, and experienced, people serve. Boards frequently seem to err either by over-managing (or micromanaging), (or they use their committees to do the same), constantly second guessing the CEO, or they swing the other way and become passive, “advisory” in style, and response-based to CEO initiatives, rubber-stamping CEO requests and actions. Or they vacillate along from one style to the other, governing-by-asking-questions, not feeling good about how they are governing and not knowing why. They may possibly even be adversarial with the CEO, a broken governance system.

CEOs, on the other hand, often feel the board is a necessary bother that must be "managed" (euphemistically termed "leading") or manipulated, spoon fed information, and controlled. Neither is correct nor healthy. Neither these boards nor their CEOs have a clear idea of the proper role and conduct of the board, although they may desire excellence in governance.

Neither is much (or most) of the board governance literature particularly helpful, often setting ideal "ought to's" but not telling how to, or simply giving suggestions about committees, board member "responsibilities," board size and selection, being a leader (whatever that means at the board level), "supporting the CEO," (Is that really the board's job? What about duty to the ownership, real or moral?), or (just as bad) delving into or even prescribing organizational processes (as though the board had more process expertise than Management), and the like. What, thus, does the board do to merit the term quality governance? Where to turn?

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Our search for the best

Members of The BroadBaker Group associates have had extensive experience concerning boards, their conduct, and productivity. We believe in governance based on sound values and ethics leading to carefully and thoughtfully board-crafted policies and then monitoring within a framework or model that does not violate principles of accountability and authority.

Therefore, we became convinced that, for many, if not most boards, John Carver's approach to board governance, that of Policy Governance® is most effective. Policy Governance is the leading single (we would say only) comprehensive and coherent system for excellent and highly effective (and satisfying) board governance. It is not tweaking or simply adopting some boardroom tips. It is not amalgamating the "best" of one's opinion of board practices. It is a true methodological shift in board governance. Consequently, its components cannot be cherry-picked, and yet provide the same performance. Thousands of boards, worldwide, have subscribed to, and varyingly adopted Policy Governance. It has proven adaptable to virtually any type of board. The closer a board comes to full conformation to the principles the better it works.

We not only bring our consulting experience in Policy Governance but are on and chair Policy Governance boards which are fairly "pure," and can testify to its power to transform.

Policy Governance is an integrated system of interdependent principles used by the governing board: 1.) to coherently link ownership expectations of value creation, in all its possible diversity, 2.) synthesized by the board and then, 3.) expressed in sufficiently clear and understandable terminology (policies) to the organization through the CEO in terms of a.) purposes, called Ends (specified (who, what and how much) beneficial effects created in the world outside of the organization and of value to the owners), while, b.) expressing board concerns about unwanted actions (means) in terms of proscriptions, thus 4.) empowering or freeing the CEO to create and manage all other means to achieve those Ends. 5.) Finally, the board regularly monitors organizational achievement of Ends and avoidance of proscribed means in terms both understandable and acceptable to the board, including, 6.) the board's own performance. Thus, the model maintains the integrity or coherence of accountability from owners to board to CEO and back. Since it is principle-based it has wide and flexible applicability to all variety of boards and organizational structures. (See a slightly longer explanation in our paper on Policy Governance.)

The Policy Governance model provides clear, clean and logically satisfying principles for board governance, accountability, and board self assessment and improvement. It is also our belief that, done well and consistently, this system of governance significantly reduces a board's exposure to charges of nonfeasance and misfeasance. In the full sense, boards don't truly protect themselves, in a primary sense, by buying insurance or even reacting to harmful problems well; they protect themselves best by proactively doing the right job well.

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Our competency

Dr. Biery, President of The BroadBaker Group, in addition to his extensive board knowledge and experience (having served on dozens of boards), is also specifically trained in Policy Governance and is a graduate of The Carver Academy in Policy Governance. (There are about 190 graduates, worldwide, and only a minority of those are consultants.) He is also a full member in the International Policy Governance Association, one of less than 50 who have met the requirements, less than half of whom are consultants.

We offer governance consulting to boards, including strategic planning facilitation, but we also offer specific orientation, in-depth training, and/or implementation training and consulting to governing boards interested in true Policy Governance and to their chairs. We can work with a board and train it in Policy Governance, leading it into a completely different and much more effective way to govern, a significantly more rewarding experience for both board and CEO. It clarifies roles, responsibilities, and accountability processes and measures. We also provide assistance to boards and chairs concerned about their Board-CEO relationship, including such areas as CEO performance measurement and management/accountability. We are particularly equipped because of training and background to assist and coach in monitoring, an absolutely vital component of Policy Governance.

We are also very informed and experienced at the governance level concerning faith-based organizations such as missions, associations, churches, colleges, and schools. We are able to provide knowledgeable governance consulting and Policy Governance support to these organizations.

We are able to work in alliance with outstanding leaders and consultants in the faith community. One outstanding colleague we team with is Olan Hendrix, well known author, leader and consultant in leadership, governance, and development (web site www.olanhendrix.com) where our combined knowledge and experience brings the client a synergistic service in values and ethics, governance, leadership, management and development.

A Warning

We feel the need to issue cautionary advice to those organizations seeking Policy Governance consulting. If you desire to learn about or change to Policy Governance, always use a Carver Academy trained consultant. (While there is no certification in Policy Governance, the Academy is the highest level of training.) We are aware of several boards that have hired individuals claiming to have "studied" Carver and then attempt to consult on Policy Governance. The consulting is short on knowledge, possibly misleading, and not able to provide the depth and power of the model.

Sometimes individuals attempt to "modify" Policy Governance, again not having had training, and the results are often combinations of old and new, muddled, and far less than satisfying. We have worked with such boards in correcting their new but erroneous practices.

Our second piece of advice stems from the fact that some organizations contemplate using an employee who has studied (and may even be Academy trained) Policy Governance to train the organization's board. Don't. This employee is at a serious disadvantage before their employer-board and is not free to challenge, probe, correct, etc. as must be done when leading a board through a paradigm change such as is involved here. Use an independent consultant for at least the initial implementation training and then, best, get the chairperson trained to help the board through later situations. Keep a consultant handy for the chair and the board, but transition the lead for this role to the chair.

(A more satisfactory alternative to using an employee is to have the chair or a board member fully Academy trained. We have seen that work. However, there remains the issue of experience.)

(Policy Governance is the registered service mark of John Carver; the authoritative website for the Policy Governance model can be found at www.carvergovernance.com.)

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