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The Policy Governance@ Model Page II of 16 at what level of excellence it will pursue its perpetual agenda in the ensuing year. By doing so, it takes control of its own agenda, rather than allowing its agenda to be staff-driven_ Establishing its own job description and the longterm or midterm agenda is recorded as one of the board's Governance Process policies. As we shall shortly point out, if the board sketches its annual agenda only broadly, the specifics will be filled in by the board Chair, who is charged with taking care of Governance Process details. . Accordingly, the board must plan meetings that enable and guarantee the production of these deliverables_ Being entertained or intrigued by staff jobs is no substitute for the board's accomplishment of its own job. While the board is entitled to any information it wants. it must be aware that collecting information about staff activities and even conscientiously listening to many staff reports does not substitute for governance. Let us again reiterate that the board, not the staff, is responsible that a board's meetings fulfill its governance responsibilities_ In taking responsibility for its own performance, the board confronts the difficulty of acting responsibly as a group of equals. Since the board is by definition a group of peers. no one has authority over anyone else_ The first action of a group of peers is to create a position of Chairperson-a first among equals-to help it stay on task_ Although it is important that each board member continue to take responsibility for the board's group behavior. the board grants the Chair extra authority required to make rulings that keep the board on track. To stay consistent with the superior role of the board as a group, however, in Policy Governance the Chair only has authority that Is within a reasonable interpretation of the board's policies on Governance Process and Board- Staff Linkage_ Hence, the Chair is truly the servant-leader of the board (Carver, 1999). . It is usual for nonprofit boards to expect the Chair to supervise the CEO, but in Policy Governance there is no need for the Chair to have authority over the CEO. Only the board has authority over staff operations, and it exercises that authority through carefully crafted policies. It is not only unnecessary, but harmful for the Chair to tell the CEO what the board wants, for the board speaks for itself. Consequently, both the Chair and the CEO work for the board as a whole, but their roles do not overlap because they are given authority in different domains. The Chair's job is to see to it that the board gets its job done-as described in Governance Process and Board-Staff Linkage policies. The CEO's job is to see to it that the staff organization gets its job done-as described in Ends and Executive Limitations policies. . Board Treasurers, as commonly used, threaten CEO accountability as well as the one voice principle. Treasurers are typically expected to exercise individual judgment about the financial dealings of the organization_ But Policy Governance boards do not allow Treasurers to exercise authority over staff_ (Rendering an official judgment of performance against one's own individual criteria has the same effect as exercising authority.) By creating a role with supervisory authority over the CEO with respect to financial management, the board cannot then hold the CEO accountable for that topic. The board should accept responsibility for financial governance (setting policy. then comparing performance) and require the CEO to be accountable for managing finances so that performance compares favorably to policy. The typical use of a Treasurer. when a Policy Governance board is required by law to have one, is to assist the board in making financial policy. never to judge CEO compliance against the Treasurer's own expectations. For more thorough treatment of the board's role in financial oversight, including commentary on the Treasurer and finance committee, see Carver (1991, 1996b). In keeping with the "one voice" principle, the board can allow no structures or practices in which board members or board committees exercise authority over staff. any function of staff. or any department of staff. Typical nonprofit boards have a myriad of traditions that violate the one voice principle, such as placing the Chair between the board and the CEO. So it is common for boards to underestimate the amount of board member interference in operations. Such interference, even when well-intended, undermines the board's ability to hold the CEO accountable, for the CEO can argue that his or her actions were taken in compliance with a board member instruction_ . Advice is a concept often carelessly used in nonprofit boards. This seemingly innocuous and well- intended practice can have the same deleterious effect as direct instruction by individuals or committees. It is common for the board, board committees, or individual board members to give http://www.carvergovcrnance_com/model.htm 6/12/2002