1. Implementing Board Governance Responsibilities through Board Policies
Association of Indian for
Self-Determination in
Healthcare
August 1, 2018
Lindsay R. Naas 2018
1/16/2019

2. What is the purpose of Board policies?
Lindsay R. Naas 2017
1/16/2019
What is the purpose of Board policies?
Assure Board’s accountability to fulfill its governance purposes on behalf of its ownership.
Implement core principles of governance.

3. Key Principles Board governs on behalf of “owners”.
Lindsay R. Naas 2017
1/16/2019
Key Principles
Board governs on behalf of “owners”.
Board determines the purpose (“ends”) of the enterprise.
How that purpose is accomplished, involves a choice of “means”, and that is the responsibility of management.

4. Lindsay R. Naas 2017
1/16/2019
Key Principles
“Means” are delegated from Board to Management by carefully defined boundaries set forth in written policies.
It is the Board’s responsibility to decide which means are not acceptable (because most damage to reputation arises from mistaken means).

5. Lindsay R. Naas 2017
1/16/2019
Key Principles
The clearer the Board’s guidance regarding acceptable means, the greater the freedom available to management to deliver agreed upon results.
Allows management to act quickly and without Board approval of every management action, provided action is within Board’s delegation of acceptable means.

6. Board/Management Dilemma
Lindsay R. Naas 2017
1/16/2019
Board/Management Dilemma
Boards and management face the problem of where and how to draw the line between “direction” and “management”.
Common for direction to seep into management & management to seep into “ends”.
Requires substantial discipline for Boards to deal with issues through policy.
Considerably harder than making decisions as questions arise and meddling in management.

7. Overview of Board Policies
Lindsay R. Naas 2017
1/16/2019
Overview of Board Policies
Through written policies, the Board will define its expectations of management – both in terms of “ends” and “means”.
Establish control over broadest issues first and decide what level of detail is necessary to meet Board’s accountability
The Board will then delegate responsibility for accomplishment of its expectations.
Board will monitor delegated responsibility accepting any reasonable interpretation of its policies.
Board will revise policies if it is not satisfied with management’s interpretations.

8. Ends & Means -- Four Areas of Policy
Lindsay R. Naas 2017
1/16/2019
Ends & Means -- Four Areas of Policy
Ends or purpose
Strategic Direction & Plan
Means
Delegations from Board to CEO/Staff: defines range within which management is empowered to act
Board Governance Process: defines what Board expects of itself & how it will act
Board-Management Relationship: defines Board’s job, management’s job and relationship between

9. 10 Principles Accountability to Ownership One Voice
Lindsay R. Naas 2017
1/16/2019
10 Principles
Accountability to Ownership
One Voice
Board makes Policy Decisions
Determine Broadest Values First
Define and Delegate vs. React and Ratify
Determine Desired Ends
Control by Limiting, Not Prescribing
Board must design Ends and Policies
Board must empower CEO and Staff
Board monitors CEO against written policy criteria

10. Define “Ownership” Determine ownership – who is organization owned by?
Lindsay R. Naas 2017
1/16/2019
Define “Ownership”
Determine ownership – who is organization owned by?
Board authority, responsibility and accountability ultimately are traceable to its owners
The governing board is accountable for the organization it governs, and it exists on behalf of a larger group of people, who “own” the organization

11. One Voice Board has authority to act as an entity
Lindsay R. Naas 2017
1/16/2019
One Voice
Board has authority to act as an entity
Individual members may have differing viewpoints – after the Board makes a decision – accept and support final Board decision
Watch for this in selection of officers, formation of committees, and involvement in operations

12. Board makes Policy Decisions
Lindsay R. Naas 2017
1/16/2019
Board makes Policy Decisions
“Policy” is the values and perspectives that underlie action
Individual policies should embody the Board’s beliefs, commitments, values and vision
Through policy, Board will define its expectations for CEO/organization and itself & relationship between Board and CEO/staff

13. Determine Broadest Values First
Lindsay R. Naas 2017
1/16/2019
Determine Broadest Values First
Establish control over broadest issues first, then decide further level of detail Board needs to go into
Level of detail is that necessary to satisfy its need to be accountable
When certain level of detail is reached, Board delegates further responsibility and accepts any reasonable interpretation of its policies
When done appropriately, delegation will be the designation of ranges within which others are empowered/required to act

14. Define & Delegate Define expectations through written policies
Lindsay R. Naas 2017
1/16/2019
Define & Delegate
Define expectations through written policies
Delegate authority/responsibility for actions
Monitor CEO/staff
Accept any “reasonable interpretation” of written policy
Revise policies if necessary

15. Ends/Strategic Direction
Lindsay R. Naas 2017
1/16/2019
Ends/Strategic Direction
Highest duty of governance and leadership
“What good is to be done for whom at what cost”
The learning process of developing a vision for the community rather than reviewers of staff decisions and actions

16. Control by Limiting, Not Prescribing
Lindsay R. Naas 2017
1/16/2019
Control by Limiting, Not Prescribing
Board is responsible for “Ends” but also for how the organization conducts itself (“Means”)
Control without meddling; resist prescribing the means; advise CEO/staff by written policy what is not acceptable
Board policies must cover all unacceptable means in enough detail so that any reasonable interpretation will be acceptable

17. Lindsay R. Naas 2017
1/16/2019
Governance Process
Board should state in written policy what it expects of itself, how it will conduct itself, and perform its job
Answer questions like: who does the board represent? How will the Board maintain contact with its constituency? What does the Board intend to produce? How does the Board define the Chairperson’s job and make delegations to the Chair? What is the Board’s Code of Conduct?
Board must mean to operate in the ways to which it commits in its policies

18. Board-Director Relationship
Lindsay R. Naas 2017
1/16/2019
Board-Director Relationship
Most important relationship in the organization is between Board and CEO
Most important task of Board is the selection of and effective relationship with CEO
Effective relationship requires definition of Board’s job, CEO’s job and relationship between
Must delegate with balance

19. Monitoring Board monitors performance against written policy criteria
Lindsay R. Naas 2017
1/16/2019
Monitoring
Board monitors performance against written policy criteria
Board accepts any reasonable interpretation of its policies
Allows Board to check performance and focus on the future

20. Lindsay R. Naas 2017
1/16/2019
Results
Implementation of Policy Governance will result in high integrity connection between organization and ownership
With Policy Governance, assurance of organizational performance