The document provides an overview of policy governance and how it can help boards operate more effectively. It discusses common frustrations board members face, such as spending too much time on operational issues rather than strategy. A policy governance model separates the board and manager roles, with the board focusing on oversight through policy setting and the manager handling operations. This provides clearer accountability. The document then addresses frequently asked questions about implementing a policy governance approach and provides examples of sample policies.

1. Liberate Your Board
A Pathway to Policy Governance

2. 2
Frustrations of a Board
Member
 Most operate as a member of a committee of
management but are interested in a governance model
 Often frustrated with organisational ‘busi-ness’
 Thought they were going to make a difference to their
community – but just ended up with more work
 Thought they would have a leadership role but ended up
one of the workers – and unpaid
 Seem to spend (waste) a lot of time talking about
operational issues and very little time talking about
strategic issues
 Need a strategic focus developed in a strategic plan but
can’t find the time or the willingness to do it
 Concerned about their liability as a board member but not
sure how to manage the risk
 Not sure what their role is as a board member – the
Manager seems to run the show

3. 3
Ponderings of a Board
Member
 What actually is the role of the board?
 What is my role as a board member?
 What is the role of the Manager
 How do the two work together?
 How do we know if the organisation is going OK?
 How well is the board going?
 How do we know the Manager is doing a good job?

4. 4
How Boards Have Operated
in the Past?
 Spent a lot of time discussing anything that anyone wants
to discuss
 Delegating the same job to more than one person
 Monitoring performance with no criteria to judge against
 Failing to clarify the most important organisational value
of all – the purpose of the organisation

5. 5
Policy Governance Model
 Is a model of board governance based on the underlying
assumption that the board has the final (and legal)
responsibility for the actions, outcomes and outputs of the
organisation
 The board operates through a set of policies across a
range of areas that are implemented by the staff of the
organisation who are under the direction of the Manager
 The model relies upon the board operating at the strategy
and policy level and the staff operating at the operational
level – with a clear separation between the two
 The board oversees the operations of the Manager by
setting limitations representing the values the board see
as most important in the way the organisation operates
 The linkage between the board and the staff is through
the Manager

6. 6
Why a Policy Governance
Model?
 Addresses most of the concerns raised by board members –
particularly committee of management members
 Provides clear policy statements indicating:
 The role of the board
 The role of the Manager
 The relationship between the two
 The role of the strategic plan
 Provides a proven way of managing risk within the organisation
 Improves the efficiency of board management (reduces time)
 Makes recruiting board members easier
 Makes recruiting and employing a Manager more successful
 Addresses many of the concerns raised by funding bodies
regarding:
 strategic direction,
 risk management
 governance procedures within applicant organisations
 how the organisation minimises risk for the funding body

7. 7
What a model of corporate
governance will do
 The model is applicable:
 Whether your organisation has staff or not (but easier
if you have)
 To startup or continuing organisations
 To for-profit, not-for-profit and public sector
organisations
 The model builds powerful boards but is still attractive to
Manager’s because it:
 Provides greater authority for the Manager
 Provides greater autonomy and flexibility for the
Manager
 Provides clear lines of responsibility for the Manager
 The model does not create the situation where the
question needs to be asked:
 Who is running the organisation – the Board or the

8. 8
Who wins – Who loses
 All parties win with a policy governance model because
the roles, responsibilities and accountabilities are clear (if
you don’t like it you don’t join at the outset). However:
 If in the past the board has been rubber stamping
everything the Manager does – then the Manager
loses some power
 If the board has been actively involved in operational
management – then the board loses some power

9. 9
Some FAQ’s
 How do you run your existing model whilst developing the
new one?
 Development and implementation of a policy
governance model cannot be done incrementally
 The new model is developed whilst while continuing to
run your existing model
 The changeover occurs when the organisation is ready

10. 10
Some FAQ’s
 What policies do we develop first?
 Role of the board
 Role of the Manager
 Relationship between the board and Manager
 Strategic objectives
 How do we start?
 Use the generic set of policies provided and
then customise them for your organisation

11. 11
Some FAQ’s
 Should we hire an outside consultant?
 Only if the consultant knows the policy governance
model thoroughly
 Who should lead the process?
 The person on the board who is most familiar with the
model – this may or may not be the chairperson
 Should the Manager lead?
 The board should not give the role of board
governance to the Manager – the Manager should be
involved – but not lead
 What happens to our current policies and
procedures
 Tends to work best by discarding current policies –
better with a fresh start

12. 12
Some FAQ’s
 How long does it take?
 More than likely – over a period of several months
 The bulk of the work can be done in 3- 4, three-hour
sessions
 Is there a way we can ‘try before we buy’?
 Yes – develop policies and then see to what extent they
address existing issues
 Does every board member have to be in favour of the
move to policy governance?
 Adopt the way you usually make board decisions – it is a
board decision!
 How much detail do we need to include in a policy?
 As much (or as little) as it takes for the board and the
Manager to reach a common agreement. Commence with
the broad detail and provide more specific detail as required

13. 13
Some FAQ’s
 How does the adoption of policy governance increase the
chance of obtaining government funding?
 Clearly shows how the funded project fits into the strategic direction
of the organisation
 Shows how, by managing risk, your organisation is able to minimise
the risk funding bodies have addressing:
 Legal risk
 Commercial risk
 Provides for the development of operational procedures including:
 Financial management
 Staff management
 reporting
 How does the adoption of policy governance decrease the time
spent at board meetings and increase board effectiveness:
 minimising time spent discussing operational issues
 maximising the time spent on monitoring board performance
 Maximising the time spent on organisational performance and policy
development
 Maximising spent on identifying potential opportunities and threats
and responding to them

14. 14
Board Governance Policies
 Overarching Board Commitment
 Governing Style
 Board – Owner Linkage
 Agenda Planning
 Role of Chairperson
 Board member’s Code of Conduct
 Board Committee Principles
 Board Member Induction
 Cost of Governance
 General Manager Constraint
 Treatment of Customers
 Treatment of Staff
 Financial Planning and Budgeting
 Financial Status of Dreamtime Child Care Services
 Emergency Manager Succession
 Asset Protection
 Remuneration and Benefits
 Communication and Support to the Board
 Public Affairs
 Unity of Control
 Accountability of the Manager
 Delegation to the Manager
 Monitoring Manager Performance

15. 15
Board Governance Policies -
Examples
Role of the Board
Governing Style
 The Board will govern with an emphasis on:
 Outward vision rather than internal pre-occupation
 Encouragement of diversity of view-points
 Strategic leadership more than administrative detail
 Clear distinction between Board and Manager roles
 Collective rather than individual decision-making
 Pro-activity rather than reactivity
 In the process of doing this:
 The Board will cultivate a sense of group responsibility. The Board,
not the staff, will be responsible for excellence in governing
 The Board will direct, control and inspire the organisation through
the careful establishment of broad written policies reflecting the
Board’s values and perspectives about ends to be achieved and
means to be avoided.
 The Board will enforce on itself whatever discipline is necessary to
govern with excellence.
 The Board will monitor and discuss the Board’s progress and
performance at each meeting.

16. 16
Board Governance Policies -
Examples
Policy Type: Role of the Manager
General Manager Constraint
 The Manager shall not cause or allow any practice, activity, organisational
circumstance or decision that is unlawful, imprudent or that contravenes any ethic
specific to Yolla Producers or commonly held business or professional ethic.
Policy Type Relationship Between the Board and the Manager
Unity of Control
 Only decisions of the Board acting as a body are binding on the Manager.
Accordingly,
 Decisions or instructions of individual Board members, officers or committees are
not binding on the Manager unless the Board, under rare circumstances, has
specifically delegated such authority
 Whilst recognising the need for individual Board members to have access to
information relevant to their governance responsibilities, the Manager can refuse
such requests (or defer them to the Board), when, in the Manager’s opinion, a
significant amount of staff time or funds are required, or is disruptive. The
Manager will notify the Chairperson when a refusal/deferral occurs.

17. 17
Board Governance Policies
Relationship Between the Board and the Manager
Accountability of the Manager
 The Manager is the Board’s only link to the operational
achievement and conduct, so that all authority and
accountability of staff, as far as the Board is concerned, is
considered the authority and accountability of the
Manager. Accordingly:
 Instructions to persons who report directly or indirectly to
the Manager will be conducted through the Manager
 The evaluation or appraisal of staff, either formally or
informally, other than the Manager, will only be carried out
by the Manager
 The Manager’s performance, in general terms, will be
appraised against the achievement of organisational
objectives subject to the limitations placed on the Manager
by the Board through its policies

18. 18
Board Governance Policies
Policy Type Relationship Between the Board and the Manager
Delegation to the Manager
 The Board delegates to the Manager responsibility for the implementation of its
operational and strategic objectives whilst complying with its Manager Limitations
policies
 The board will develop operational and strategic objectives that make clear the
results the Board expects the Manager to achieve
 The Board will develop, monitor and modify Manager Limitations policies that limit
the latitude the Manager may exercise in determining the means by which
organisational and strategic objectives may be achieved
 The level of detail prescribed in any Board policy will be determined by the degree
of information required to ensure the interpretation of policies by the Manager is
consistent with the interpretation intended by the Board
 The level of detail in board policies may change therefore shifting the boundary
between Manager operations and Board operations. But as long as any particular
delegation is in place, the Board will respect and support the Manager’s choices of
means of implementation
 The Manager is encouraged to utilise the knowledge and experience of individual
directors on the Board

19. 19
Board Governance Policies
Policy Type Relationship Between the Board and the Manager
 Monitoring Manager Performance
 The Manager’s performance will be continuously, rigorously and systematically
assessed by the Board against achievement of operational and strategic objectives
and, compliance with Manager Limitations policies. The Board will provide regular
feedback to the Manager.
 Monitoring the Manager’s performance is to determine the degree to which Board
policies are being met. Only data that is relevant to the Board’s policies will be
included in the monitoring process
 The Board will acquire monitoring data by one or more of three methods:
 By the Manager reporting directly to the Board
 By an external, independent third party selected by the Board to provide data regarding
compliance with Board policies
 By direct Board inspection, in which a designated member or members of the board gather
relevant data to assist the Board determine the degree of compliance with Board policies
by the Manager
 In each case, the standard for compliance shall be any reasonable interpretation of
the policy being monitored, by the Manager. That is the Manager’s interpretation
consistent with the spirit and intent of the policy by the Board
 All policies that instruct the Manager will be monitored at a frequency and by a
method chosen by the Board. The Board can monitor any policy at any time and
by any method, but will usually depend on a routine schedule

20. 20
Getting Started
 Draft Workshop Agenda Questions
 The Role of the Board
 What is the purpose of the Board?
 Who is the Board accountable to?
 How is the Board’s performance monitored and appraised?
 What is the role of the Chairperson?
 What is the code of conduct expected of Board members?
 How can the cost of governance be minimised?
 The Relationship between the Board and the Manager
 What is the role of the Manager?
 What decisions are binding on the Manager?
 What is the Manager accountable for and authorised to do?
 How will the Board instruct the Manager?
 How will the Board monitor and appraise the Manager’s performance?
 Limitations Placed on the Manager by the Board
 What requirements does the Board have relating to the way activities are carried out?
 How are customers/clients treated?
 How are staff treated?
 How are finances planned and budgeted for?
 How is the financial status managed?
 How is Manager succession managed?
 How are assets managed and protected?
 How are internal/external parties (employees, contractors, consultants, volunteers)
compensated?
 How the Board is kept informed and supported by the Manager?
 What is the focus of Manager activities?

21. 21
Other Legislation
 Industrial awards
 OH&S
 Workers Compensation
 Disability Discrimination
 Privacy
 Contracts
 Leases
 Taxation
 Superannuation
 Defamation

22. 22
The Board and The
Organisation
 Outward vision rather than internal pre-
occupation
 Encouragement of diversity of view-
points
 Strategic leadership more than
administrative detail
 Clear distinction between Board and
Manager roles
 Collective rather than individual
decision-making
 Pro-activity rather than reactivity

23. 23
Board Meetings
 Reports and reporting
 Financial
 Activity
 Action Plan
 Strategic direction
 Committees
 Decision making
 Agenda