FEATURE
Good
Governance
This is the fourth article in the series
about good governance. This article
is
based on two of the most common questions that I answer
about how Boards work. Here are two of the typical
questions:
I downloaded a set of policies off
the internet so that my Board can have Policy
Governance. We tried using these policies for a while
but we still feel like we’re in a mess. What’s
wrong?
Even though we have policies that
we have been using for many years, we seem to spend a
lot of time on details and it sure is hard to make
decisions. What are we doing wrong?
The answers are simple and the same for
both questions: What’s wrong is that just having a set
of policies does not make for good governance.
Having a set of policies is one part of good governance
not the whole. Taking up a model or approach
without customizing this to your needs is no guarantee
of good governance. Having policies and not
implementing the policies well into all your
organization’s activities makes for policies that are
of no use and a model in name only.
Missing policies for important aspects
and values of your organization is no help either.
There are too many organizations that do not write
policy for Board composition, Board orientation, Board
training, codes of ethics and conduct for Directors yet
wonder why they have such dysfunction on their Board.
The approach to good governance is much
like building a house. There are no quick ways to
do it well; it takes lots of work, and the result will
be commensurate with your efforts.
building an organization is so much more than having
policies in the same way that a house is much more than
a roof.
Good governance is paralleled in all the
steps of building an organization from the design,
setting the foundation, making a solid frame, then
finishing. Just like a house, if you miss one part
or build out of order, the results will be inefficient,
unsafe and likely unusable.
The Principles
There are a few simple principles of
building a builder will consider first.
These are well-accepted guidelines that can be applied
to building a house or an organization.
The whole is considered first, and then
the parts,
-
Structure follows function
-
Process is as valuable as content
-
Measuring is essential
-
Change is hard and inevitable
Each of these principles fits within
each step of design, setting the foundation, making a
solid foundation then finishing.
The Design
Declaring the values upon which your
life is built has been espoused by everyone from Steven
Covey to Peter Drucker. Knowing what you believe
and value is part of deciding what kind of building you
will build. Values of resourcefulness and
integrity, for example, could be seen in the design of a
specific kind of building or organization. The job of
the architect is to reflect the values of the owners in
the building. The job of the Board is to reflect the
values of the member/owners in the organization.
Stating that resourcefulness is a value might mean that
the building and the organization will not have an
unlimited budget.
Since every staff person, member and
Board director will bring their own values, it will take
time and effort to discuss and decide the corporate
values. Often beliefs about the content of the
organization are stated as well. So, an
organization devoted to good health could state the few
beliefs they hold about good health and its effect on
individuals, society and families.
Leaving the setting of values to one
person, the senior staff or chief elected officer for
instance, is as destructive as not declaring the values.
When the people in these positions change, then so do
the values, making for an insecure organization. Such an
organization will be lacking the basis for making sound
and consistent decisions.
Good governance means identifying
and articulating corporate values.
The Foundation
Seeing the final vision of your building
or organization in your mind’s eye is the design part
of the building. The designing of a building or an
organization is based on the principle of “the whole
is first then the parts”. The envisioning of the
future for the organizations means that you can see all
the parts together in one whole picture. If you
can’t see the big picture of the building you are
constructing, you won’t ever know what it will look
like or even when it is finished. Some
organizations which have one large program, service or
project have succumbed to working from details rather
than a vision. These organizations have great
difficulty in balancing the one project with the rest
because they cannot see the whole.
Good governance means having a
well-articulated vision.
When a building is designed, a first
step is to determine the use of the building. This
is based on the principle of “Structure follows
function”. A building that will be a home will
have significant differences to a building that will be
a public museum. An organization that will be a
Curling Club will be different than a professional
association for engineers. Stating what you will
do and not do with your building is essential to
choosing the right design for the organizations.
Leaving the defining to individuals, staff or volunteers
results in ongoing difficulties. This principle
seems too obvious – yet there are all kinds of
organizations out there without a statement of what they
do.
The second building principle in effect
here is: “Measuring is essential”. The
‘measure twice and cut once’ rule works in building
anything. If your measurements are not right, then
neither will the outcome be right. Organizations
that take time to ensure that their measurements of
success will be accurate are sure their results have
been met. Measurements for organizations might
include positive changes in numbers of products or
membership might be measured in percentage increases.
Good governance means having a
concise and measurable mission.
The Shell
As the foundation is reflective of
values, the shell interprets the vision and mission
through policies. The constitution and bylaws are about
what it does (purpose), and the essential core
parameters on how it does it. This is similar to the
building code and the aspects of the building it
addresses. The policies are reflective of how the
organization does it work. Both are important and
often are thought to be interchangeable. They are not.
The bylaws provide the key "safety" provisions
for members to protect their rights and define the
delegation of governance on their behalf. The
policies are more specific to the organization.
Policies actually reflect both the values and the
relationships in the organization at a much more
detailed level than the bylaws. Having bylaws with too
much information means that every time you make a
change, the members must support the change through a
ratification vote. Policies can be set and changed
by the Board and Staff.
Good governance means that the
bylaws are concise and accurately reflect membership
parameters regarding what the organization does and the
delegation of the governance role.
Just like the straight and true framing
of a house, when policies are written well the policies
have every part of the organization defined: how the
Board works; what the ED and staff do; how the members
relate to the CEO and staff, how the staff relate to
each other, their suppliers and on and on. The building
principle in use here has to do with the idea that
“process is as valuable as content”. A building that
is used as a hospital rather than a school or community
hall must still have certain processes considered such
as how many people can fit in one room, the number of
exits and washrooms. In a similar way, the building
principle is applied to an organization. Whether an
organization is devoted to such content as excellence in
learning, eradicating gingivitis or promoting safe
driving, there are processes that are vital such as
having and using appropriate policies.
When policies are written well every
value is reflected in every policy and every policy
reflects every significant relationship in the
organization. Voila! - just like when the
framework in a building is an accurate reflection of
what is meant to do, the walls will go up easily and
well to support the functional rooms of the house.
organization that do not have policies written and used
by the Board and the Staff are missing an essential
framework for making decisions.
Good Governance means that there
are policies that define how every aspect of the
organization works.
The Finishing
While most of us think that the colours
and textures of the finishing are the fun part building
a house. But the rules of appropriateness and protection
must be followed. These rules are based on the
design principle that “change is hard and
inevitable”. Some buildings will have more
battering by the winds and rain than others. Similarly,
organizations that are undergoing major changes such as
mergers or changes in their vision and mission are
particularly vulnerable. Even if the changes
are minor, every organization will have some external
forces affecting it. Making sure that the organization
has a weather protector that is consistent with its
needs will help to meet the inevitability of change.
Having a solid design, foundation and framework will
protect the organization from the inevitable changes
internal and external to the organization and provide
the discipline to meet these changes.
Good governance means having the
protection and discipline to withstand the forces of
internal and external changes.
Whether you are building or renovating
your organization, the principles and approach are
similar to building or renovating any kind of
organization. Having the design, the foundation,
the framework and the finishing in place with good
governance will build you a structure of beauty and
excellence in function.
 Carol
Humphries is a
passionate advocate of policy-based governance having
used this model as a director and staff person at many
different levels and types of organizations. As a
consultant, Carol has helped international, national,
provincial and local organizations to embrace
policy-based governance.
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