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WASBO Governance
Policy Governance
Policy Governance is a precise, coherent model of governance that incorporates:
Clear underlying philosophy Foundational principles Operational structures and processes
Philosophy
Organizations such as WASBO exist for a specific set of purposes
WASBO Purposes are determined by its Owners (members)
The Board serves as a trustee body for the ownership
The Board’s primary task is to see to it that WASBO achieves the purposes identified by the owners
The Board is responsible to see to it that those purposes are achieved in a manner that reflects the values and priorities of the ownership
Guiding Principles#1. The Trust in Trusteeship
#2. Board as One Voice or Not at ALL
#3. Board Decisions are Policy Decisions
#4. Boards set Policy from Broadest Values
#5. Define and Delegate rather than React and Ratify
#6. Ends Determination is the Pivotal Duty of
Governance (Ends Policies)
#7. Board’s Best Control Over Exec. Dir. Means is to Limit,
not Prescribe (Executive Limitations Policies)
#8. Board must Explicitly Design its own Products and
Processes (Governance Process Policies)
#9. Board must Forge a Linkage with Exec. Dir. that is both
Empowering and Safe (Board/Management Relations Policies)
#10. Performance of the Exec. Dir. must be Monitored Rigorously,
but Only against Policy Criteria
Structure - Board Work
Linkages with Ownership
Policy Development
Monitoring Achievement of Purposes
Monitoring Compliance with Executive Limitations
Evaluating the Executive Director
Board Self-Evaluation
Ongoing Board Development
Policy Attributes
Policy is developed at the broadest level and refined only on a deliberate basis
Policy statements are value statements representative of the owners values and beliefs
Policy is “interpreted” by the Executive Director to determine operational practice (Ends and Executive Limitations policies)
Policy is “interpreted” by the Board Chairperson to determine operational practices of board (Governance Process and Board-Management Relationship policies)
Any reasonable interpretation of the policy is acceptable and may be shaped by way of policy refinement
Policy Types
Ends (the Board established outcomes for WASBO)
Executive Limitations (Parameters of the Executive Director)
Governance Process (Board’s operating structure)
Board/Executive Director Relationship (Defines Board and ED interactions and how they relate to one another)
Ends
Owner valued outcomes (the End-In-Mind)
Organizational Beliefs
Organizational Vision and Mission
Executive Limitations
Global Executive Constraints
Communication and Support to the Board
Treatment of Members
Treatment of Staff
Programs and Services
Financial Conditions and Activities
Budgeting
Asset Protection
Facilities
Facility Use
Governance Process
Global Governance Commitment
Governance Style
Board Job Description
Agenda Planning
Board Chairperson Role
Role of the Vice Chairperson Role
Board Member Code of Conduct
Board Committee Principles
Board Committee Structure
Cost of Governance
Board/Executive Director Relationship
Global Governance-Management Connection
Unity of Control
Accountability of the Executive Director
Delegation to the Executive Director
Monitoring Executive Director Performance
Meeting Agenda Components
Approval of Agenda
Consent Agenda• Operational (Exec. Dir. constructs)• Board routine work
Ownership Linkage • Communication with the
External Environment (based on annual
plan of work)
Board Development• Targeted Learning (based on
annual plan of work)
Policy Discussion• Review/Amend/Add (based
on annual plan of work)Assurance of
OperationalPerformance• Receipt of Monitoring
Reports • Exec. Dir. Interpretation• Justification
• Board self-assessment against Policy
Announcements
Adjournment
Annual Calendar Planning
Linkages (External/Internal)
Monitoring (Ends Achievement/Policy Compliance)
Policy Development/Review
Topical Board Work (Relevant)
Board Self Evaluation
Board Development
Executive Director Evaluation
QUESTIONS
Governance Process Policies
GP #1: Global Governance Policy
The purpose of the Board, on behalf of the WASBO members, is to see to it that WASBO (a) achieves appropriate results for the members at an appropriate cost and (b) avoids unacceptable actions and situations.
[ (a) is found in the Board’s Ends Statements and (b) is addresses through the Board established Executive Limiations]
GP #2a: Governing Style
The Board will govern lawfully, observing the principles of the Policy Governance model, with an emphasis on (a) outward vision rather than internal preoccupation, (b) encouragement of diversity in viewpoints, (c) strategic leadership more than administrative detail, (d) clear distinction of Board and Executive Director roles, (e) collective rather than individual decisions, (f) future rather than past or present, and (g) proactivity rather than reactivity
GP #3a: Governing Style: Level Three
1. The Board will cultivate a sense of group responsibility. The Board, not the staff, will be responsible for excellence in governing. The Board will be the initiator of policy, not merely a reactor to staff initiatives. The Board will not use the expertise of individual members to substitute for the judgment of the Board, although the expertise of individual members may be used to enhance the understanding of he Board as a body.
GP #3a: Governing Style: Level Three
2. The Board will direct, control, and inspire the association through the careful establishment of broad written policies reflecting the Board’s values and perspectives. The Board’s major policy focus will be on the intended long term impacts outside the staff organization, not on the administrative or programmatic means of attaining those effects.
3. The Boar will enforce upon itself whatever discipline is needed to govern with excellence. Discipline will apply to matters such as attendance, preparation for meetings, policymaking principles, respect for roles, and ensuring the continuance of governance capability. Although the Board can change its Governance Process policies at any time, it will scrupulously observe those currently in force.
GP #3a: Governing Style: Level Three
4. Continual board development will include orientation of new board members in the board’s governance process and periodic board discussion of process improvement.
5. The Board will allow no officer, individual, or committee of the Board to hinder or serve as an excuse for not fulfilling group obligations.
6. The Board will monitor and discuss the board’s process and performance at each meeting. Self-monitoring will include comparison of board activity and discipline to policies in the Governance Process and Board-Management Delegation categories.
GP #2b: Board Job Description
Specific job outputs of the Board as an informed agent of the membership are those that ensure appropriate association performance.
GP #3b: Board Job Description: Level Three
1. Authoritative linkage between the members and the operational organization.
2. Written governing policies that realistically address the broadest levels of all organizational decisions and situations
a. Ends: The organizational impacts, benefits, outcomes; recipients, beneficiaries, impacted groups; and their relative worth in cost or priority.
b. Executive Limitations: Constraints on executive authority that establish the prudence and ethics boundaries within which all executive activity and decisions must take place.
c. Governance Process: Specification of how the board conceives, carries out, and monitors its own task
d. Board-Management Delegation: How power is delegated and its proper use monitored, the Executive Directors role, authority, and accountability.
Policy GP #2c: Chief Governance Officers (Board Chair’s) Role
The chief governance officer, a specially empowered member of the Board, ensures the integrity of the Board’s process and, secondarily, occasionally represents the Board to outside parties.
GP #2d: Board Secretary’s Role
The board secretary is an officer of the Board whose purpose is to ensure the integrity of the Board’s documents.
GP #2e: Board Members Code of Conduct
The Board commits itself and its members to ethical, businesslike, and lawful conduct, including proper use of authority and appropriate decorum when acting as board members.
GP #2f: Board Committee Principles
Board committees, when used, will be assigned so as to reinforce the wholeness of the Board’s job and so as to never interfere with delegation from Board to Executive Director
GP #2g: Cost of Governance
Because ineffective board governance costs more than learning to govern well, the Board will invest in its governance capacity.
Board-Management Delegation Policies
BMD #1: Global Board-Management Delegation Policy
The Board’s sole official connection to the operationa organization, its achievements, and conduct will be through a chief executive officer, titled Executive Director.
BMD #2a: Unity of Control
Only officially passed motions of the board are binding on the Executive Director.
BMD #2b: Accountability of the Executive Director
The Executive Director is the board’s only link to operational achievement and conduct, so that all authority and accountability of staff, as far as the board is concerned, is considered the authority and accountability of the Executive Director
BMD #2c: Delegation to the Executive Director
The Board will instruct the Executive Director through written policies that prescribe the organizational Ends to be achieved and proscribe organizational situations and actions to be avoided. Allowing the Executive Director to use any reasonable interpretation of these policies.
BMD #2d: Monitoring Executive Director Performance
Systematic and rigorous monitoring of Executive Directors job performance will be solely against the only expected ED outputs; organizational accomplishment of board policies on Ends and organizational operation within the boundaries established in board policies on Executive Limitations