Ham and cheese, peanut butter and jelly, spaghetti and meatballs; they are great together and we can enjoy them separately.
For decades I have heard people speak of two organizational governance documents in the same breath: "policies and procedures." It is true that policies and procedures are closely related. While many treat these as if they always go together, they are not the same:
• A policy explains what to do, and often explains why to do it.
• A procedure outlines step-by-step how to do a task.
For example, a credit union board directs the executive to lead and organize workers for efficiency-that's a policy. The executive chooses the office-suite of software that the whole organization will use-that, too, is a policy. People learn how to use various programs from the software's manuals-procedures.
The issue for me is not that policies and procedures are spoken of together. The issue is that always thinking of them together has denied certain leaders their due. This denial is costly.
All leaders have followers. Followers need guidance for teamwork to be effective. Tools of leaders include visions and policies. When the leader shares her vision with followers, the whole team can act with that end in mind. Policies help the followers with what and why statements that define the structure of teamwork. Many of the tasks for the journey are critical enough to also require written procedures to ensure efficiency and consistency.
Most readers will agree: the top person in any operation is both a leader and a manager. Leaders try to do the right things (e.g. set appropriate goals and maintain ethical relationships) and managers are about getting things right (e.g. meeting internal standards, achieving through people, containing costs).
Members of the board are leaders working together to accomplish some of society's needs. A leadership board is about ends and outcomes beneficial to that society. However, volunteer boards cannot do it alone. They hire operational leaders to create teams of employees as means to those ends.
Muddying The Waters
As logical and clear as all this is, there is a thought process that muddies it up. "Boards make policies and management carries them out." That has turned into, "Boards make policies. Management makes procedures." While it is true that procedures are a way to carry out policies, and while it is true that operating leaders carry out board directives, boards often deny their operating leaders their legitimate leadership role as policy-makers.
For example, executives need personnel or human resource policies to guide staff. Making and maintaining effective HR policies is part of their leadership function. Yet, in many organizations, the word "policies" causes that text to appear on the board's agenda.
Here are several reasons a board should not act on HR Policies:
• HR policies are operational-they direct the executive's employees.
• Directors are rarely diligent about reading and studying HR policies and their effects before they vote on them.
• Nearly all directors have only an employee's familiarity with HR policies.
• HR policies speak to employees; board approval is tantamount to micromanaging.
• When a board acts on HR policies today it votes for the status quo over appropriate roles.
• HR policies guide employees as means to the organization's ends.
Shifting operational policy authority from a board to its executive provides several benefits:
• Directors have more time to think about and discuss strategic issues.
• Boards do not "rubber stamp" unread documents.
• Executives do more of the work they are qualified to do without a board's direct involvement.
Some Things To Consider
Reader, if you feel the need for your board to delegate HR and other operational policies to the executive, here are a few things to consider.
To start, directors will need to acknowledge that the governing board needs more time and energy to seek further horizons. Making some sense of the future through strategic thinking and discussion is as much a demonstration of the duty of care as a concern about budget variances. Delegating operational authority frees a board's meeting agenda to address more strategic issues.
Implementing this authority-shift requires another acknowledgment; having an executive present HR policies for board action is not the same as granting authority. A clerk can present policies for a board to act on. An executive has the authority to write, approve and implement operating policies (with the written authority of the board).
Delegation also depends on the board's trust in the competence of the executive to write and/or engage other professional resources to accomplish that operational task.
Examiners may see a board's delegation of operating policies as inappropriate if not a compliance issue. If she writes it up: 1. Ask where it's written that your board has exclusive policy-making power. 2. Give the examiner a copy of this article. 3. Call me.
Delegation with oversight makes your organization stronger by assigning the most qualified people to critical tasks. Written authority and effective oversight proves your board has not abdicated its responsibility. A board's ability to oversee operations and the executive is essential to effective leadership and governance.
Dan Clark is a governance and strategy consultant residing in Tallahassee, Fla. He can be reached at
