Coherent Governance

Main Idea

Strategy for exercising board leadership and serving owner interests by comprehensively defining roles, explicitly delegating authority, and systematically monitoring execution so as to assure organizational performance.

A School Board Provides an Overview of Coherent Governance – a 5-1/2 minute video prepared by the Sun Prairie Area School Board that explains their use of the Coherent Governance Model.

Authors

Linda Dawson and Randy Quinn developed the Coherent Governance model in the first decade of the 21st century, after having served for more than a decade as Policy Governance consultants. John Carver developed Policy Governance in the 1980s after serving at various times in the roles of board member, chief executive, and consultant helping boards govern.  For more info see http://www.carvergovernance.com or http://www.ipga.org.

Adapting the model for their own consulting practice with clients, Dawson and Quinn developed a very similar governing model that they call Coherent Governance. For more info see http://aspengroup.org

Differences Between the Two Models

Having already acquired considerable experience as executive director and training director of a state school board association working exclusively with school boards, Linda Dawson and Randy Quinn initially began their consulting practice as Policy Governance consultants. They developed Coherent Governance in response to many of their Policy Governance clients, who began using language, particularly in giving means guidance to staff, that is more flexible than that advocated by Carver. Being publicly elected boards, their clients wanted to use language with which their public could more easily relate. Instead of using exclusively negative language (“Thou shalt not…”) in what Carver calls Executive Limits, Coherent Governance boards use both positively worded guidance (minimum expectations) and negatively worded guidance (executive limits) in the form of parameters that they call Operational Expectations.

Other (more semantic) differences: Instead of Ends policies, the Coherent Governance model uses the term Results policies to described desired results for beneficiaries (in the case of a school board, the students); Instead of Governance Process (GP) policies by which the board governs its own behavior, CG uses Governing Culture (GC); Instead of Board-Management Delegation (BMD), CG uses Board-CEO Relationship (BCR).

Similarities

In both models, guidance to staff (the policy means by which traditional boards sometimes micromanage the CEO) is written at the values level, enough to guide the work but no more, in order to encourage creativity by staff in interpreting board guidance, and to empower decision-making on the part of the executive. Both models emphasize that strategic boards devote much more attention to desired results (defining them and determining the level of their attainment) than to how those results are to be pursued.

Board & Staff Issues Addressed

Issues addressed by Coherent Governance and Policy Governance are the same:

• Role confusion – unclear boundary between board and CEO responsibilities
• Unclear expectations held by the board toward its CEO, and vice versa
• Board decision-making at the operational level rather than at the policy level
• Tension over authority exercised by the CEO vs that exercised by the board
• CEO evaluation based on unknown criteria, unrelated to organizational success

Principles

The following twelve principles of Coherent Governance, although not identical to the ten principles normally associated with Policy Governance, are completely compatible with PG.

1. Board Trusteeship.The Board serves as trustee for the owners.
2. Board Purpose.The Board knows what its job is, and it is responsible for its own performance.
3. Board Autonomy.The Board plans its own work and focuses on governance matters.
4. Board Self-Discipline.The Board is active but not intrusive.
5. Board Voice.The Board acts as a unit.
6. The Board rigorously monitors both the organization’s and its own performance.
7. Governing via Policy.The Board controls organizational operation through policy, not through approvals.
8. Board Vision.The Board owns the vision for the organization.
9. Decision-Making Accountability.He who makes the decision is accountable for it.
10. CEO Performance.The performance of the organization and the performance of the CEO are identical.
11. Limited Delegation.The Board delegates authority to the CEO to do the job, but within stated parameters.
12. CEO Accountability.The CEO is accountable for decisions within the area of delegated authority.

Policies by Which the Board Governs

Contrasted with the many operating policies that are usually drafted by staff and reviewed/approved by the Board, and that tell members of the organization how to function, the policies by which the Board governs the organization are much fewer in number, with much less verbage, and provide direction to only one of two entities: the Board itself, or the CEO. As in the case of the Policy Governance (R) model, there are four sets of governing policies in the Coherent Governance (R) model:

Results

Results policies describe outcomes the organization is to achieve for the customers or clients it serves. With this essential guidance, the terms of organizational success are clearly set. The Board focuses most of its energy on assuring on behalf of its owners that the Results are achieved. The executive, similarly, has clear performance targets describing what success will look like for the organization, and hence for its CEO.

Operational Expectations

The second critical component of executive guidance, besides achieving desired Results as defined by the Board, is that the CEO is expected to adhere to specific paramaters defined by the Board in the Operational Expectations. Operational Expectations provide guidance in both positive terms (what situations, conditions, or actions that must be met as a minimum) and in negative terms (those situations, conditions, or actions that must be avoided). While avoiding giving excessive direction to the executive, operational expectations not only tell the executive what would not be acceptable, they also provide guidance for minimum expectations of what the executive must do. With a clear idea of these parameters, the Board expects that the CEO is free to make any or all further decisions needed to accomplish the main thing: achievement of Results. As long as the organization remains in compliance with these expectations, the CEO is empowered with freedom of action to get the job done.

Governance Culture

This important part of the Board’s guidance to itself define the self-discipline which Coherent Governance offers the Board. Governance Culture policies establish a culture for good governance, with policies that establish standards for how the Board performs its governance work, including an operational definition of the Board’s job, its purpose, and how it holds itself accountable to do its job.

Board-CEO Relations

The second set of policies by which the Board governs itself, the Board-CEO Relations policies describe how the Board will interact with its CEO, and how the Board will evaluate its CEO. In these policies the Board delegates authority to the CEO so that the management function is performed, which the Board itself takes care of the governance function. These policies clarify how the board interacts and relates with its CEO. Coherent Governance calls this set of policies the Board-CEO Relationship policies.