cultivating good board manners

BOARD LEADERSHIP

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PERSONAL NOTE

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P O L I C Y G O V E R N A N C E I N A C T I O N

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N U M B E R 5 2 , N 0 V . - D E C . 2 0 0 0

A well-behaved board is an effective board

Cultivating Good Board Manners by Caroline Oliver

I n the previous issue of Board Leadership, governance consultant Caroline Oliver out- lined the kind of “bad behavior” that boards typically engage in and how it can interfere with the board’s ability to operate effectively a.s a team. Here she turns the tables and looks at what constitutes good board manners and how they can be cultivated.

‘ I THE CONCIIJSION of my article “Boards A ehaving Badly” in issue 51, I sug- gested that the individual behaviors that enhance a board’s ability to operate as an effective team could be summed up by the expression “good manners.” After all, good manners enhance the ability of every kind of human grouping to operate, so why not boards?

If you were having dinner with a group of well-mannered people, what would you expect? You would expect your fellow din- ers to show you respect. You would expect them to listen to you and to take an interest in what you have to say. You would expect them to be cordial and deferential

ALSO IN THIS ISSUE

Poi.ic:u REVIEW ............................ 4 One Organization (:arcfully Sets I b r t h What Difference I t 1Yants to Make

and polite-someone may have passed you the serving dish first or perhaps stood up when you came into the room. In one way or another, you know when you are the object of good manners, and as a result, you feel honored.

board felt honored? How would it be if your fellow board members offered you the opportunity to speak before speaking themselves? How would it be if they acknowledged what you had said before expressing their own views?

Before going any further, it is important to acknowledge that we have all been subject to displays of good manners that have made us feel anything but honored. Such shows can be used to stifle, dominate, and belittle. “What a shame your daughter could not be here,” says your hostess, knowing full well, like all your fellow guests, that your daughter ran away on the back of her boyfriend’s motorbike last week. “With your permis- sion to speak, Mr. Chairman,” says a board member, feigning politeness before digging a knife between a fellow

How would it be if everyone on your

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ON A

APPLY I N G PR I N c I PLES OF POLICY

GOVERNANCE TO MANAGEMENT

FKAM~WOKK FOR EXCFWCE, a foun- A dation for discipline, and a for- malization of servant-leadership- these are the bequests of the Policy Governance model to governing boards. The model was created for the most underdeveloped position in enterprise. Although it is designed for business boards as well, boards in governmental and nonprofit agencies put it to its greatest test owing to the elusive nature of their bottom lines. But in this Personal Note, I’d like to go beyond the obvious governance implications.

In the past several years, I have spoken frequently of what Policy Governance can bring to the management process. (Seminars on this topic are scheduled for April 23-24 and October 22-23,2001; for information e-mail Ivan Benson at [email protected] or call (404) 728- 9444.) Some elements of the model are unnecessary in management, of course. Overcoming the lack of initial hierarchy in a board is important for governance but not for management.

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Good Board Manners (continued from fron t page)

board member’s ribs. “Skiing in the Alps is not what it is cracked up to be, don’t you agree?” asks your neighbor at the dinner table, counting on the fact that this remark will force you to confess that you have never skied in Europe. ‘‘I know age and experience count for nothing nowadays,” says the septuagenarian board member, clearly communicating his opinion that you are a young idiot.

This is not what we are talking about here. Someone who has true good manners makes everyone feel better. Real politeness is the hallmark of cultured, civ- ilized, intelligent, and educated behavior that elevates all it touches. Bad manners detract from everything and everyone. What is your intent and the intent of your fellow board members? Do you want to elevate each other’s performance or prove your individual superiority?

You could argue that good manners are irrelevant to boardewe don’t need to worry about honoring each other; we just need to focus on results. However, that would be to miss the point that the boards job is a collective job and can only be done properly if every member is fulIy able to participate. Good manners encourage par- ticipation; bad manners preclude or inhibit it.

The Hallmarks of Good Board Manners H Not Letting One Person Dominate A well-mannered board is one that refuses to allow one person to dominate, no matter how long that person has been around, no matter how charismatic, aggressive, wise, or successful the person seems to be, and no matter how large a contribution the person has made. A well-mannered board takes responsibility for making sure that every board member’s view gets put on the table. Such a board recognizes that the boards authority comes not from individuals but from its common voice. No matter how difticult, every board needs to find its common voice.

Valuing Everyone Members of well-mannered boards are always open to rethinking issues in the

light of a new viewpoint. However, they do not dismiss their own previous work or the work of their predecessors and go round in circles unnecessarily. They do not reopen old debates without being clear about what the previous decisions were and how those decisions came to be made. Neither do they allow one person to undermine the whole group’s effort without a clear consensus that reconsideration is merited. They honor the decision of the group whether or not it was their preferred option, and they have a clear and easily accessible record of all their work.

Debating at the Board Table Members of well-mannered boards bring their views to the boardroom rather than the lunchroom or the coffee machine. They are not afraid to challenge each other’s views or to expose their own. They know they will be listened to fully and respectfully, and they also know that they have a duty to speak up.

Facing the Real Issues Well-mannered boards face the real issues and are prepared to take the time it takes to deal with them. They are confi- dent in their collective ability to deal with any issue. They are more concerned with long-term quality decisions than with quick and easy answers. A well-mannered board values individuals who are willing to “stick their neck out” and point out when the board is getting side- tracked or indulging in sloppy thinking. It knows that important discussions will raise conflicting opinions but believes that a decision honed from passionate debate about issues is likely to produce a better result than “nice” fudging or “nasty” personality clashing. Rather than fearing change and choice, well- mannered boards see these things as the engines of continuous growth.

Not “Passing the Buck” Boards that have good manners do not try to hide behind anyone else-CEO, committees, “experts,” or the chair. They know that there is no excuse for failing to exercise their responsibility for making their own decisions. Other people can advise, inform, and assist, but they can- not take the place of the board. Other

people may have more time, knowledge, or information, but they are not directly accountable to the owners, as the board is. And that includes being accountable for judging what information the board needs to obtain to make its decisions.

H Saying What We Mean and Meaning

Well-mannered boards say what they mean and mean what they say. They do not use their words lightly. They weigh them carefully and express them as clearly as they can. They do not say one thing and then pretend they meant something else. They do not change the rules without telling anyone. They judge the CEO by carefully monitoring his or her performance against prestated criteria rather than against opinion and hearsay and unstated expectations. They know that their words are their link to everyone else and that by honoring their word, they honor all those around them.

What We Say

Acknowledging Our Own Mistakes Because well-mannered boards understand the value of their word and its impact on others, they are quick to acknowledge when they have failed to stick by their word or to express themselves clearly. They are more concerned with the integrity of their word than their own vanity. They understand that true credibility does not come from pretend- ing to be infallible but rather from being straight, honest, and open with ourselves and others.

Starting and Finishing Meetings on Time

One of the surest signs of a well-mannered board is starting and finishing meetings on time. In general, we recognize that it is extremely impolite to ask people to be somewhere at a certain time and then to change the time with little or no notice. Yet when it comes to board meetings, we seem to think we have a right to demand uncomplaining adherence to an entirely flexible time frame. Frequently this means that the people who do appear on time get penalized by having to hang around waiting for everyone else. Those who have arranged their lives on the basis of the

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

THE POLICY - GOVERNANCE ‘ _

Personal Note (continued porn front page)

Committee rules for governance are not necessary in management.

But the philosophy of delegation found in Policy Governance is as useful for managers as it is for boards. This is a philosophy founded in a way of looking at human beings and at the “subordina- tion” of some to others in the interest of a larger purpose. Management has used terms like “subordinate” and “superior” for a long time. As long as we remember what these terms can appropriately mean, I have no problem with them. It does not diminish me to be charged with a role that is subordinate to another position that has accountability of greater breadth or a longer time horizon.

But it is essential that each organizational level be absolutely necessary in order to accommodate varying grades of accountability. If this test is not met, “superior” managers have positions but no real jobs. Their subordinates are fully aware of the sham this makes of supervision, and being a “subordinate” in this case is demeaning. That phenomenon is not alien to nonprofit and governmental organiza- tions or even to business corporations.

In Policy Governance, it is important for the board to craft decisions carefully to initiate a sequence of delegation that can move through management. That is, the board’s job is not to stand on the shoul- ders of the people doing the real work but to do its own real work, at the appropriate level-board members pitching in with staffjobs is not really helpful. When the general helps dig the private’s foxhole, the superior officer isn’t being superior, and the subordinate has a right to feel cheated, if not downright frightened.

So what is the philosophical ground- ing of Policy Governance that applies in management? Let me begin with a few assertions. Control of human behavior is necessary for the organization to fulfill its mission. Overcontrol exacts an unnecessary human toll and risks wasting the creativity and brainpower of subordinates. Undercontrol risks the mission, for accountability deteriorates.

with the board, but continuing through The sequence of authority (beginning

every level) must achieve a golden balance between over- and undercontrol. This balance is a challenge at each level, not just the top, for at each level organizational authority is conferred and control is exercised over someone in a brand-new arrangement between superior and subordinate. At each of these levels-that is, for every manager in the organization- the Policy Governance philosophy is “control all you must, not all you can.”

That speaks to the amount of control, but let me address the nature of control. The same reasoning that works in governance will work for a manager: make sure that expected results of a job are clear, but leave the conduct of the job up to the jobholder, within limits. In other words, the superior clarifies job outputs and limits on means much as the board does. (I have not said “ends,” because ends in the sense used in Policy Governance do not apply to all managerial jobs. The governance sense requires that ends relate to the results that justify the organization’s continued existence, results on external consumers of intended beneficiary groups. So to prevent use of “ends” in two entirely different ways, I avoid using the term in discussing how Policy Governance applies to management.) This approach maximizes the range in which the subordinate can do things his or her own way, experiment, and be innovative, yet do so within the limits of acceptability established in advance. So the Policy Governance principle that applies here is that of clear results, but bounded freedom with respect to means.

There are more ways in which Policy Governance principles apply. For example, subordinates are given the right to use any reasonable interpretation of the superior’s words, embodying the philosophy that the subordinate is owed the superior’s trustworthy use of words. Another example is that the subordinate is never to be judged on criteria that the superior has not stated in advance. By the way, Policy Governance does not attempt to bring a complete basis for management. It does not replace the various wisdoms about management found in a plethora of books now available. Management, after all, is not so primitive as governance. 0

MODEL

OARD LEADERSHIP requires, above B all, that the board provide vision. To do so, the board must first have an adequate vision of its own job. That role is best conceived neither as vol- unteer-helper nor as watchdog but as trustee-owner. Policy Governance is an approach to the job of governing that emphasizes values, vision, empowerment of both board and staff, and the strategic ability to lead leaders.

Observing the principles of the Policy Governance model, a board crafts its values into policies of the four types below. Policies written this way enable the board to focus its wisdom into one central, brief document.

ENDS The board defines which human needs are to be met, for whom, and at what cost. Written with a long-term perspective, these mission-related policies embody most of the board’s part of long-range planning.

EXECUTIVE LIMITATIONS The board establishes the bound- aries of acceptability within which staff methods and activities can re- sponsibly be left to staff. These lim- iting policies, therefore, apply to staff means rather than to ends.

BOARD-EXECUTIVE LINKAGE

The board clarifies the manner in which it delegates authority to staff as well as how it evaluates staff performance on provisions of the Ends and Executive Limitations policies.

BOARD PROCESS

The board determines its philosophy, its accountability, and specifics of its own job.

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Good Board Manners (continuedfrom page 2)

preannounced finishing time also get penalized, having to leave decisions to people who have no arrangements. If a board says one thing about its meeting times but means another, what else is it saying that it doesn’t mean? If a board thinks it can play havoc with its members’ work, leisure, and family commit- ments without a moment’s notice, who else is it willing so carelessly to dishonor?

Getting Your Board Motivated

It is all very well knowing what good manners look like, but we need to do more if we are to motivate boards to adopt them. We need to be really clear about the cost of current behavior and the gain available to us from a different behavior. To expect ourselves to change is unrealistic unless we can change our perceptions about the pain and the gain involved. A good intro- duction to such a discussion might be to have everyone read this article.

so just introducing the subject of board behavior and expecting people to speak up is unlikely to produce much discussion. We need to find ways of introducing subjects that encourage people to feel comfortable expressing their views and that ensure that everyone participates. One suggestion is to ask pertinent questions but to answer anonymously. Give everyone a sheet on which to record answers, and then put all the answer sheets in a hat or box. Shuffle the sheets, and then have each member draw one sheet out. Now ask the questions again, pausing after each one to allow each member to read out the answer on the sheet in hand.

questions:

However, sensitive issues are involved,

Here are examples of some pertinent

How does our board display good manners? How does our board display bad manners? What effect are bad manners having on the board? If our board cultivated better manners, what would we gain?

Finish with an open-ended question to make sure nothing has been left unsaid- for example: “One other thing I would like to say about how we behave is . . .”

A great plus of this approach is that often for the first time in a long time, everyone hears what everyone else has to say, and the result is a far richer discussion. And that can be a powerful and timely reminder of the value of having a board, rather than a single leader, at the helm.

From a discussion such as this, a board can gain a clear picture in the form of lists of good manners, bad manners, costs of bad manners, and reasons for cultivating better manners. The previous article gave examples of what might appear on a list of the costs of bad manners. For board members, the costs include loss of ability to express ourselves, loss of job satisfac- tion, loss of a sense of collegiality with our fellow board members, and loss of a sense of purpose. For the board as a whole, the costs include loss of the ability to make use of the diversity of views and experience around the board table, loss of board direction, loss of the ability to give direction to staff, and loss of the ability to com- municate clearly to the people to whom the board is accountable. For organiza- tions, the costs include ineffective use of staff time and other organizational resources, the inability to judge success, and an atmosphere of general confusion.

The lists of good manners, and poten- tial gains from cultivating good manners, can also be created from personal, board, and organizational perspectives. Once you have all the lists, you can ask people to stand back and suggest anything that they can now see has been left out of any of the lists. The next thing to ask is, Where are we going to go from here?

Once your board is really clear about what bad manners are costing them and has a vision of what could be possible if its members were to operate as an effective team, it is time to face the fact that the challenges of developing and sustaining specific behaviors remain. Old habits are powerful, and they will reappear in the absence of structure, discipline, and constant reminders of our vision.

If your board is not already familiar with Policy Governance or has forgotten what it is all about, now would be a very

good time to review what the model has to offer (see page 3). In particular, the board might look at how the model would help provide a framework for sustaining its resolve. What does it tell us about the importance of good behavior? What structures and disciplines does it involve? How could it help us keep our vision clear?

Invite board members to look at all the tools available to help them. See the list of resources at the end of this article as a starting point. How can agendas be kept realistic, how can discussions be made most effective, how can individual and group breakdowns be handled, and what educational opportunities exist for the board to continue to improve its group process?

One of the most important issues that are likely to come up is that of leadership. Can the chair’s role be more fully empowered so as to empower the board as a whole? What about training or coaching for the chair? Is there someone else on the board who could perform the necessary role more comfortably? How can domi- nant board members be encouraged to exercise their leadership in ways that help the whole board contribute?

mechanisms for sustaining good manners, it is vital that these mechanisms remain in front of the board at all times- posted on the wall, listed in the front of the board’s binder, or set as a code at the foot of each agenda. It is also vital that the board feels that its rules are really its rules. It is human nature to create a rule or agree to a rule and then begin to resent it as if we had nothing to do with it. Whenever you see your board sliding, bring it back. Remind members that they are not abiding by their own rule, and ask them to change the rule or abide by it. The answer is fine either way; what is not fine is to say one thing and do another.

Whatever the board comes up with as

AVision of the Well-Mannered Board I want to sit on a board on which I and every other member feel honored, a board on which we all listen to each other and on which everyone takes

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Executive Committee (continuedfrom page 7)

the board’s own accountability for organizational performance and conduct. One way of doing this is to create the ends and executive limitations policies as if there were not going to be an executive committee. This perspective will push rigorous delegation to its limit. When decisions that are considered board decisions must frequently be made between board meetings, it could be a sign that meetings are too infrequent. More often, however, it is a sign that the board has not delegated enough decision-making authority to its CEO. In other words, the need for an executive committee is ordinarily due to insufficient delegation.

The board will examine whether further honing of the governance process is possible so that the board, even under awkward circumstances, can get its job done better. A nationwide board might reconsider that one more board meeting per year- though costly-is worth the cost in terms of the improved governance it offers. Or a board might pull back from optional activities to get its central job done as a full board. For example, instead of using board committees to gather options for impend- ing board decisions, the staff could be given this job (though staff members should not make the board choices).

If the board still fears that crucial board decisions might arise between meetings and has determined that these decisions should not fall into the CEO’s purview, then an empowered executive committee can be considered. But instead of granting a blanket authority t o the committee, the board should carefully craft a policy delineating exactly what decisions could be made and within what constraints. Such a policy would be one of the governance process policies (see the Policy Governance model on page 3).

Periodically, the board will reexamine this emergency delegation to see that the guidelines are still needed and still appropriate. Such system-patching solu- tions often outline the problems they were intended to solve and so must undergo periodic justification.

Even if no authority for independent action is given, an executive committee

can still perform a useful function. For example, it can be commissioned to oversee the board’s own process, flow, and balance of work, and perhaps even the level of board member preparedness. These tasks would not produce aboard- within-board dynamic, thought they would detract from what would other- wise be delegated to the chairperson. Another nonexecutive function for an executive committee would be to do all preparatory work for board debate on policies in the governance process and board-staff linkage categories. Since executive committees are ordinarily composed of elected officers, overseeing the board’s own process would be a natural assignment.

In summary, executive committees are not decreed in the natural order of thingethey are entirely optional. Further, giving an executive committee the authority commonly given either the board or the CEO reflects important flaws in the exist- ing governancHr in fact causes them. 0

Adapted from an article that originally appeared in the July-August 1994 issue of Board Leadership (#14).

Good Board Manners (continued from page 6)

responsibility for ensuring that everyone’s views are brought to the table. I want to be on a board on which we are all present to the richness of our collective wisdom and experience, a board on which we are all willing to keep ourselves and each other to what we said or to admit that we are off track and get back on or declare a new track. I want to be a part of a board whose members take responsibility for the whole group’s behavior and discipline. I want to sit on a board on which I can make a difference.

Some Resources for Developing Good Board Manners: Oliver, C., and others (eds.). The Policy

Governance Fieldbook. San Francisco: Jossey-Bass, 1999.

Schwarz, R. Ground Rules for Effective Groups. Chapel Hill: Institute of

BOARD LEADERSHIP P O L I C Y G O V E R N A N C E I N A C T I O N

J O H N C A R V E R , E x e c u t i v e E d i t o r

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To Create R New Standard of Ejlcellence in Govemnce

HOAIIII L . i ~ ~ i ~ i : i ~ \ i i ~ i ~ (ISSN 1061 -4249)

JOHN ( ; ~ ~ I I V I : I I , I’II.~)., is widely regarded as the world’s most provocative authority on the governing board role. Ife has consulted on five conti- nents with a wide variety oforganizitions and has published more o i i governance than anyone else worldwide. Carver is creator of the I’olicy Governance; model of board leadership, arguably the only conceptually coherent, universally applicable model of governance available. Policy Governance is not a set structure, but a paradigm of concepts and principles that enable acc~unt- ability, leadership. and productive relationships among boards, their constituencies, and their managements. Carver is author of Hoards That Make rr Uiflerence (Jossey-Bass, 1997), the audio program Enipoicwririg Hoards for Lendership

, 1992), thc video program / o h t i

Crrnzer 011 Hoard (hiterrinrice (jossey-Bass, 19931, and with his wife, Miriam Carver, Reinueriririg Your Honrd ( Jossey-Bass, 1997).

Managing Editor: Paula Stacey

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Address editorial correspondence to lohn Carver, P.O. Box 13007. Atlanta, (;A 30324. Web site address: www.(;AHVF.H(;OVERNANCE.com

Copyright 0 2000 lossev-Bass, a Wiley company. All rights reserved. Policy Governance is a regis- tered service mark of lohn Carver.

Government, University of North Carolina, 1995.

Senge, P., and others. The Fish Discipline Fieldbook. New York Doubleday, 1994.

Goal/QPC-Joiner, 1995.

v-

The Memoryjogger ZZ. Methuen, Mass.:

The Team Memory Jogger. Methuen,

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3 Mass.: Goal/QPC-Joiner, 1995. 0 2

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