Governance Models

Steve DillSenior Vice President

ACSI, USA

Traditional board model◦ Multiple committees, involvement in management issues, often a lack of

clarity between governance and management roles and responsibilities. ◦ Key reference (among others): Governing Boards ( C.Houle, 1989)

Carver Policy Governance◦ Policy Categories: (1) Ends, (2) Executive Limitations, (3) Board/CEO linkage,

and (4) Governance ◦ Key reference: Boards That Make A Difference ( J.Carver, 1997)

Generative Leadership◦ Policy roles for boards: (1) Fiduciary, (2) Strategic, (3) Generative◦ Key reference: Governance as Leadership ( Chait, Ryan,Taylor, 2005)

Modified Carver Models for Christian schools:◦ Mission-Directed Governance: Leading the Christian School with

Vision, Unity and Accountability ( L.Stob, 2011)◦ Community Governance: A Framework for Building Healthy Christian

Organisations ( Bartlett & Campey, 2008)

Four Governance Models

Governance Models: Traditional vs. Carver Policy Governance vs. Generative

Modified Carver PG Models

“For profit” enterprises have shareholders expecting a financial return, but Christian organizations have different parameters:

Christian (schools) serve a community of “Moral Owners” who have come together to support a specific kingdom ministry.

Christian schools operate as a Christian community, relying heavily on relationships to hold them together.

Christian schools have a vision and mission that relates to serving others

Thus ….a relationship driven model is needed…

Why a Christian corporate governance model?

Community Governance Model (Bartlett and Campey)

Contact Community◦ local (or national, international)region served

Connected Community◦ Christian community that potentially connects to

the core mission/vision/values Core Community

◦ The actual existing Christian school community – board, faculty/staff, parents, students, donors

Community Defined

A Christ Centric framework – ◦ An organism (I Cor.12) rather than an organization◦ Emphasis on relationships within a Covenant

community.◦ Missional focus (not closed or inward focused)

Core values – biblical foundations & convictions

Mission (Core Purpose) – why we exist Vision (Preferred future; B&C use “Mission”) Key Board role: keep the core community

accountable to Values/Mission/Vision

The Core: Mission, Vision and Values

Governance is “steering” – more about “authority to” than “authority over” (government)

In good governance, boards make ….◦ Decisions that define expectations (policy making)◦ Decisions that delegate authority (primarily to Head of

School)◦ Decisions to review or verify performance (via reporting

and accountability from the CEO and to the moral owners)

Governance vs. Management◦ Both are about leadership – but there is a different focus

in these two zones

Governance and Management

Governance◦ Focused on present

and the future◦ Focused primarily with

leadership questions◦ Vision oriented◦ Seeks to establish and

monitor policy◦ Predominately

proactive◦ Focus to initiate◦ Sets the agenda

Management◦ Focuses on the past

and the present◦ Focused primarily with

management questions◦ Task and detail oriented◦ Seeks to establish and

carry out policy◦ Predominately reactive◦ Tends to administer◦ Follows the agenda

Governance vs. Management

Bartlett and Campey, p.28

Fiduciary governance mode:◦ Focus: stewardship of tangible assets ◦ Typical: listen to reports, ask questions of

management, mechanical votes, may be more “bored” than a “board”.

Strategic governance mode:◦ Partnership with management in strategic planning◦ Emphasis on performance rather than “conformance”

Generative governance◦ Strategy flows from insight, intuition, scenario

discussion, improvisation (not structured planning per se, but good planning can inspire generative thinking)

Governance as Leadership: Fiduciary, Strategic and Generative Governance Modes

Fiduciary & Strategic Mode Generative Mode

Management defines the issues

Board structure follows administrative structures

Board meetings are process driven

Function follows form Protocol rarely varies Management transmits

lots of information from few sources

Board and management think together

Board structure reflects organizational priorities

Board meetings are content driven

Form follows function Protocol often varies Board and management

discuss key data from multiple sources

Bartlett and Campey, p.30

‘In generative thinking, issues will be framed by the board noticing cues and clues, choosing and using frames, thinking retrospectively and making sense from what is observed.”

Moral owners◦ Key ownership group that the board is elected from and

accountable to; starts with the group of people who originally responded to the call from God to start the school

◦ Can articulate the “why” of the school; committed to the core values, mission and vision; the “heart” of the community.

◦ Healthy Christian schools are always recruiting new moral owners to join the cause

Community Governance Framework Groups

Board◦ Elected/appointed to represent the moral owners and

fulfill governance responsibilities◦ Appointing new board members – critical element to long

term success and sustainability (must come from the Core community)

◦ Board committees – standing vs. ad hoc◦ Board evaluation

Personnel (Employees)◦ Christian commitment is THE critical component

Beneficiaries ◦ Who we serve – Discipleship vs. Evangelistic Models

Community Governance Framework Groups

“Why” sustainers◦ Problem: decline in number of moral owners ◦ Membership process, By-laws, Statement of Faith, Annual Meeting, effective

marketing and communication “Who” sustainers

◦ Problem: disconnect between board and moral owners◦ Constitution, Annual Meeting, updates to moral owners, clear policies,

handbooks “What” sustainers

◦ Problem: dysfunctional boards; poor board/head of school relationship; ineffective head of school

◦ Consistent, thoughtful performance reviews (board and head), job descriptions, employment contracts, policy handbook, board reporting

“How sustainers”◦ Problem: unhealthy organizational practice; weak board/executive leadership ◦ Clear concise policy consistently practiced; ongoing recruitment of key

leaders

Sustaining Relational Linkages: Tools & Resources

“The problem in many Christian organizations is that they are not safe places relationally.” (Bartlett and Campley, p.65)

Focus must be on the central core: core values, mission and vision Characteristics of an effective board:

◦ The board’s role is clear and distinct from staff.◦ The board has a governance focus.◦ Board members understand their roles.◦ The board links with “moral owners”.◦ The Head of School is the one agent of the board.

Responsible for achieving mission focused goals Clear parameters and role clarity

◦ Policies are organized into a board handbook.◦ The board chair “manages” the board.◦ Board committees serve board needs and speak to the board, not for the board.◦ Board meetings are well planned◦ Board members are selected and well oriented.◦ The board accepts responsibility for improving itself.◦ The board and Head of School have a clear strategic planning process that results in

an ongoing appropriate plan for the future.

Characteristics of Healthy Community Governance