Boundary Management

An Extensive Policy GovernanceĀ® Resource for Boards of Directors

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Featured Question: Do you have any suggestions for Chairs of Boards that have implemented Policy Governance?

Answer: Policy Governance promotes the concept of a strong Board and a strong Executive. It is even more helpful to think of strong Boards, strong Executives, and strong Chairs. The Chair is responsible for all Board Means that the Board has not kept for itself. The old approach to governance didn't delegate much authority to the Chair because the Chair's authority was unclear. Even more than the Executive, the Chair was always forced to ask for permission or seek consensus to move ahead with decisions. This is not true in Policy Governance. Anything unstated in Board Means , which the Board Self-Management Policies define, is a Chair decision. The Chair's role is more than being a facilitator. It is to be the facilitator for what the Board wants to be whole Board decisions and the decision-maker for all other Board Means. This doesn't mean that the Chair can't seek input from the Board, but to make the Board decide seems to blur the separation of authority. In Policy Governance, the Board has full control to dictate whatever they want through the Policies. To assume that they want to decide when they haven't explicitly said so seems to make the Policies less valuable or meaningful. In other words, when the Chair seeks permission, the Board takes back what has been delegated, and individual members get to have a larger voice than the Board intended.

How does this translate into behavior or process for the Chair and the Board? 1.) The Chair should be directive except where limited by the Self-Governance Policies. The Chair can seek input but shouldn't seek permission. The Chair still has a variety of methods to make decisions, such as establishing a committee, assigning it to an individual, or making a personal decision. However, to seek the Board's decision seems to run counter to the delegation process. 2.) The Chair can differentiate who has authority but the willingness of the Board to put their thoughts into Board Self-Management Policy. If there is no move to make something a policy or it doesn't become a policy, it is a suggestion only and should be treated as one. 3.) If a Board wants to put something into written Policy or discuss putting something into Policy, the Chair's responsibility is clearly to help facilitate a group decision.

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