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. fo,&v # IV ~~ . . The Policy Governance@ Model Page 12 of 16 advice to staff. But advice. if it is really advice, can be rejected. If staff has any doubt that advice given by the board or one of its components cannot safely be turned down, the clarity of board-to- staff delegation will be undermined. Policy Governance boards refrain from giving advice or allowing their members to give advice unless advice is requested. This protects the board's ability to hold the CEO accountable for his or her own decisions. The CEO and any of the staff can request advice if they need it. and they can request it from wherever Ihey wish. Traditional boards frequently create committees to assist or advise the CEO or staff, such as committees on personnel, finance, program, properly maintenance, and other such staff means issues. In Policy Governance, such committees are illegitimate. They constitute interference in the CEO's sphere of authority and accountability. and damage the board's ability to hold the CEO accountable. If. for example, the staff wishes to have an advisory committee, it is perfectly free to create one. then to use the advice or not as it deems wise. If, however, the board controls the mechanism of advice, a very different relationship between advisors and advisees is established. The wisest route is for the board to govern and leave advice and advisory mechanisms to the staff's own initiative. This way the staff gets all the advice it needs, role clarity and accountability are maintained, and board members are frequently spared unnecessary work. Policy Governance boards use committees only to help the board to do its own job. Hence, a committee which explores methods of ownership consultation about ~ options is legitimate, as is a 90mmittee that~s possible sources offiscal jeopardy that the board might address in an Executive LimitCltinns pnliry But a human resources committee that advises on or intervenes in - personnel iss"is not. To request advice or assistance with one's own job is acceptable and does not compromise accountability. but to foist help or advice on subordinates is not only unnecessary but destructive of accountability as well. Policy Governance takes seriously the normally rhetorical assertion that boards be visionary and provide long term leadership. The discipline required for this challenge cannot be overstated. In fact. Policy Governance has been criticized as a "heroic board" model that is romantically idealistic! Yet boards do. in fact, have a critical job to do; no amount of helping staff can substitute for getting its own job done. Boards.llll.lli!. oersevere. with the arduous, complex task of iescribinQ ouroose and ethics/orudence boundaries. Forming those values into clear policies is far harder than telling the staff how to do its job. SpeakinQ oroactivelv for the ownershio requires stronQ commitmi>nt nnt In take reactive refuge in rituals. reports, and approvals. This requires board member expertise relevant to governance. not management. Board members should no longer be recruited based on their having skills that mirror the skills of staff. Governance excellence requires members who can think conceptually and with a long term perspective, able to welcome a diversity of opinions but abide by group decisions. They must be able to speak on behalf . of the ownershio rather than merelv from their own or some splinter Qroup oersDeetive. They must place organizational accountability above personal gratification. They must be able to view the board's task of assuring performance at arm's length-through setting expectations (using the ends/means principle and values viewed as descending "bowls"), delegating pointedly (to a CEO if possible). and monitoring. And it is to the function of monitoring or evaluation that we turn now. Evaluation Evaluation of performance is not extraneous to the board's job. It is as integral to the board's job as it is to any manager's. But, as we have shown, proper evaluation is impossible unless the board has first stated its expectations and assigned them to a specific delegatee. That is, evaluation of staff performance cannot occur appropriately unless the board has done its job first. Moreover. if the board has a CEO, the results of proper evaluation of organizational success is the only fair evaluation of CEO performance. Since the CEO's job is to see to it that the organization http://www.carvergovernance.com/model.htm 6/] 2/2002