Some thoughts on tools that are usefil-and tools that aren’t

Creating Your Policy Governance Tool Kit by Caroline Oliver

HE BOARD that is working hard to use Policy Governance faces a special challenge T when searching for tools to help it do its work. It needs to make sure that the tools it chooses and the tools it develops on its own are truly a help and not a hindrance in getting the f u l l benefits of Policy Governance. Caroline Oliver, a governance consultant based in Canada and editor ofrhe Policy Governance Fieldbook Practical Lessons, Tips, and Tools from the Experiences of Real-World Boards (Sun Francisco: Jossey-Bass, 1999), sheds some light on what kind of tools are helpfil and how to choose wisely.

Tools are things we use in an occupation or pursuit. We use them because they help us fulfill our intentions. The trowel helps the gardener prepare the soil for growing plants; the microwave helps the cook create meals fast. When you have the right tool for the job, you are delighted because it means you can fulfill your intentions more easily and quickly. However, when you have the wrong tool for the job, you can end up not only hav- ing wasted your investment in acquiring the tool but, even worse, further from your intention. Who hasn’t set to work with the wrong screwdriver and ended up demolishing the head on the screw?

Board members in pursuit of gover- nance face the same issues as members of any other occupation when it comes to choosing the best tools for the job. First, they need to be clear what the job is (this is not as simple as it seems). Then they need to identify the tools that could be useful. Next, they need to know where to find the tools they need at a price they can afford. And finally, they need to learn how to use them properly (many are par- ticularly abysmal at this-just think of all those unread instruction manuals!).

Boards practicing Policy Governance can feel pretty smug about this issue. Unlike the vast majority of boards, they are very clear about what their job is and have captured it in policy. The funda- mental job of the board is to produce written policies that address all organiza- tional issues at the broadest levels, to measure the performance of its own

members and the CEO against those policies, and to provide ownership link- age. Identifylng tools that might be useful for enhancing the accomplishment of these tasks is somewhat trickier.

Identifying Tools for Policy Creation To create their policies, Policy Governance boards need to be able to discuss and agree on their common val- ues. They also need to be able to i d e n e and agree on a hierarchy for those values, from broadest to narrowest. Take, for example, the board’s values with respect to the treatment of staff. A broadest-level board value might be about fairness; a narrower level value, about having per- sonnel policies accessible to all. Finally, on every topic, the board needs to agree at what point in the policy hierarchy it can responsibly allow the CEO to create all further policy as a “reasonable inter- pretation” of what the board has already said. Only through full yet disciplined discussion wiU the board be able to cre- ate the clear and succinct policies on which good governance depends.

Discussion Tools

There are many tools around for helping groups hone their discussion skills. Examples would be training exercises designed to teach us how to present a case, listen, solicit the views of others, and deal with conflict. Other examples

would be procedural guides such as Robert’s Rules of Order or ground rules, a much less formal set of behavior stan- dards agreed on at the start of a particu- lar meeting.

In general, the tools that work for Policy Governance purposes are those that both encourage very open debate and ensure that decisions are made and are made clearly. Such tools could include exercises that encourage “big- picture thinking” and “out of the box” or free thinking, such as visioning and brainstorming techniques. Other useful tools would be processes that ensure that every voice is heard and that unifylng themes are identified. Of course, the chair plays a key role in ensuring a full and productive discussion, and various guidebooks do exist-none, unfortu- nately, written from a Policy Governance perspective.

Beware of getting carried away with your new discussion tool. Many issues that would be the subject of long debate on most boards should be wrapped up very quickly on the Policy Governance board. No discussion of any item should take place before the board has asked itself, What have we already said in pol- icy on this issue? Is that policy satisfac- tory, or does it need to be altered in any way? This permits the board to determine if it has already dealt with the issue, at least at some level, and avoids rehashing old debates unless something has changed. Think about creating a tool to remind your board of this essential discipline-a display on the boardroom walls asking, “What have we said about this before?”

Thus once a Policy Governance board has its initial policies in place, the use of discussion tools in regular meetings is rarely likely to be necessary. However, such tools are still valuable for new discussion occasions such as ends policy reviews or planning for consulta- tions with owners. In any case, at the end of the day, unless the board’s discus- sion has had some impact on policy- either altering it or reaffirming it-the board has almost certainly moved fur- ther away from its goal of excellent governance.

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Policy- Writing Tools Policy writing is a very particular and nec- essary skill in Policy Governance, and the available tools all come from John and Miriam Carver, particularly in Reinventing YourBoard:A Step-by-step Guide to Implementing Policy Governance. In this arena, therefore, if you feel you could do with some more help, you may need to think about inventing your own tools. A good tool for reminding the board of the need to look at the hierarchy of values would be a display asking, “What’s the broader value underlying this value?” An example of an exercise for helping the boards learn to clanfy their language would be to ask individuals to draft a myhcal policy and then listen to all the different ways that people around the table believe that policy could be inter- preted. Or to help them see the impact of delegation within the policy framework, how about giving people the same policy written in three different ways and asking them to critique each one from the per- spective of the CEO who must interpret and implement the policy?

The very act of creating such exer- cises and having the board go through them is an excellent way of keeping the board focused on policy as its tool for exercising leadership and control. Clearly, new Policy Governance boards would benefit, but even boards that have well-established policies need con- stant reminders about the importance and power of policymaking and moni- toring. In fact, the longer your policies have been around, the easier it may be to allow them to lose their place at the forefront of the board’s agenda.

You need to stick to the essentials of Policy Governance policy design, or your policies will end up being little more than “to do” lists. Make sure all your tools reflect the four policy categories, the process of identifymg broadest values first, and the negative framing for execu- tive limitations.

Identifying Tools for Ensuring Board and CEO Performance To ensure board and CEO performance, boards need to create the policies against which they are going to measure perfor-

mance and then do the measuring. We have just looked at tools for policy cre- ation, so this section is largely about tools for policy monitoring.

Monitoring Tools Appendix C of Reinventing Your Board has some sample monitoring reports, excellent tools for demonstrating monitoring related exclusively to policy. An annual schedule that clearly lays out the method and fre- quency by which the board intends to monitor is also an excellent tool for keep- ing everyone on track And that’s about it in terms of what’s available and what is necessary-the beauty of simplicity‘

There are a range of tools available for monitoring board and CEO perfor- mance. Often they involve such things as surveys, checklists, and pro formas. In all cases, they are worse than useless to the Policy Governance board unless they clearly monitor an existing board policy. Remember that the Policy Governance board evaluates the CEO’s performance only by monitoring the extent to which the ends policies (those policies that put forth what good the organization will achieve for whom and at what cost) have been fulfilled within the executive limitations policies. The board evaluates its own performance only by monitoring the extent to which it is in compliance with its governance process and board-staff relationship policies. If your board finds itselftempted to use a tool that measures something other than policy, this may be an indication that there is an important board concern that has not been expressed in policy. The solution here is to expand the policy, not insist on the measure. Maybe the board is looking for ammunition for a negative CEO eval- uation, which the policy has not pro- vided. Again, find out what the concern is about, and get it into policy. Another option is that the board is looking for an easy way to do an annual CEO evaluation because it has failed to monitor policy throughout the year.

Tools for CEO Evaluation

Here we are using CEO evaluation to mean an annual appraisal by the board that could lead to positive or negative consequences for the CEO’s future

employment. For the Policy Governance board that is actively monitoring its ends and executive limitations, the annual evaluation is simply a matter of the board’s summarizing the results of the year’s monitoring and determining if this represents unacceptable, poor, adequate, or excellent performance. The danger inherent in adopting one of the range of non-Policy Governance tools is exactly the same as for monitoring.

Identifying Tools for Ownership Linkage

We have looked at tools for creating pol- icy and tools for ensuring performance against policy; now let’s look briefly at tools for the last part of the board’s job, linkage with the organization’s owners. To link with their owners, boards need to decide who their owners are and what to takwith the owners about. Boards also need to communicate, in writing and in person, in an interesting and clear man- ner and be able to solicit a response when required. Board discussions to determine ownership and the purpose of communication with owners are per- fect opportunities to use discussion tools that ensure that everybody’s voice is heard and that all the issues are thor- oughly explored. The tools for doing the actual communicating are legion, and those are the tools we are looking at here.

Tools for Talking with Owners For one-way distance communication with owners, boards can use regular mail, e-mail, and fax to transmit per- sonal letters, newsletters, updates, bul- letins, and questionnaires. For distance interaction, they can use Internet chat rooms and discussion groups, videocon- ferencing, telephone conferencing, and telephone polling. For in-person com- munication, they can use one-on-one meetings, focus groups, speaking series, debates, inquiries, and neighborhood networking, together with a great array of audiovisual aids.

Inevitably, owners see board members as representatives of the organization, and whatever they have to say to the organiza- tion, they will say to a board member if

6 B O A R D L E A D E R S H I P

FINDING TOOLS AT THE RIGHT PRICE FOR YOUR BOARD Tools come in all shapes and sizes, from a wide variety of sources and in all cost ranges. The following chart gives a broad overview of tool types, sources, and costs to help you narrow your search. Cost estimates are approximate: Low = under $500 Medium = $50&$1,000 High = $1,000+.

Tool Purpose Discussion Paid facilitator Facilitation guidebooks (for example, The Team Memory Jogger, Methuen, Mass: GoallQPC Joiner, 1995) Communications training courses

Tool finder for group process

Policy Writing Advice and examples consistent with Policy Governance

Exercises

Monitoring Advice and examples consistent with Policy Governance Ownership Linkage Examples of tools used by Policy Governance boards E-mail newsletter Regular-mail newsletter Advertising (television, newspaper, poster) Qualitative research (for example,

Quantitative research (for example, surveys, telephone polls) In-person meetings

focus groups)

Virtual meetings (for example, discussion groups, chat rooms, ICQ)

Source

Recommendation from contacts in the field Library catalogue; www.amazon.com; www.meetingnetwork@mmm.com

Professional associations; continuing education courses; commercial providers The Policy Governance Fieldbook, ed. Caroline Oliver (San Francisco: Jossey-Bass, 1999)

John Carver and Miriam Mayhew Carver, Reinventing Your Board (San Francisco: Jossey-Bass, 1997) The Policy Governance Fieldbook

Reinventing Your Board; The Policy Governance Fieldbook

The Policy Governance Fieldbook

Generated by Board Generated by Board Generated by Board

Generated by Board

Generated by Board

Generated by Board

Generated by Board

cost

Low-High LOW

Medium-High (assuming whole-board participation) LOW

LOW

LOW

LOW

Low

LOW

Medium High (unless sponsored)

Low; Medium-High with professional facilitation Low; Medium-High with professional facilitation High time cost; otherwise, LOW-High, depending on number of participants, transportation, catering, and so on Low-Medium, depending on necessity for building custom structure

that is the person in front of them. How does the board member keep the conver- sation on board-owner issues? First, the board needs to ensure that the purpose for the particular communication is, as far as possible, made clear in advance. Second, the board needs to have an agreed strategy for handling concerns that fall outside its remit. For example, the board might require (in its executive limitations policy) that the CEO have an established com-

plaint process through which customers can communicate with staff. Describing the process and offering the assurance that the board is monitoring staffperfor- mance in this respect will demonstrate the importance that the board gives to proper treatment of customer concerns. Alternatively, the board may wish to have a staff representative present in dealings with owners such that staff-level issues can be handled directly by staff.

Once you have found the right tool for the job at a price you can afford, the only thing remaining to do is to ensure that you use it properly. Nothing is as good as learning from experience, but it doesn’t have to be the hard way. Find other peo- ple who have used the same tool in a similar situation, and ask their advice on how you should use it. Failing that, you could always fish the instructions out of thegarbage! 0

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