Rules Don’t Play The Governing Game For You

Earlier this week in Chicago I was privileged to join Sandi Burke, Immediate Past Board Chair, and Chuck Macfarlane, President & CEO, of the American Association of Diabetes Educators, in presenting a program at the Annual Meeting of the Association Forum of Chicagoland:  “Taking a Good Board to the Next Level:  the AADE Story.”  Sandi, Chuck, and I told how AADE’s tremendously successful High-Impact Governing Initiative transformed an already pretty good Board of Directors into a higher-impact governing body, whose members felt much deeper satisfaction in, and stronger ownership of, their governing work.  As we explained, this governing transformation was largely the result of the new Board standing committee structure AADE put in place, along with well-designed processes for engaging Board members in shaping their governing decisions and judgments.

I noticed some raised eyebrows in the audience when I explained that in making this governance transformation, AADE had been guided by a contemporary definition of  “governing” that went well beyond the old-time notion of “policy making.”  I’m used to such quizzical glances from executives who’ve cut their teeth on the idea of boards as essentially policy making bodies, but as is always the case, when they pause and reflect on the work of governing, they can easily see that it involves so much more than rules, which is what policies  really are.  Don’t get me wrong; you’ve got to have some important rules to help you run any organization.  For example, your organization’s bylaws are an essential high-level rule book, and in key operating areas such as finance, it’s critical to know the rules, such as how large a check your CEO can sign without going to the board, or who needs to sign off on a contract before it takes effect.  But there aren’t all that many rules – policies – meriting board attention, and once you’ve got them in place, keeping them updated shouldn’t require all that much board time.  Experience has taught me that around 5 percent of a board’s time, on the average, is needed to keep important policies updated.  The remaining 95 percent can and should be devoted to the important work of making high-stakes/high-impact governing decisions, such as the adoption of a new vision statement, a set of growth targets, or the annual budget.

Games provide a useful metaphor.  You need to know what constitutes a touchdown, when you are out of bounds, how many points a field goal is worth, and so on, but getting all the rules down cold won’t play the game for you.  Nor will policies get good governing decisions made; that’s why you – like the AADE Board and Executive Team – need to pay lots of attention to putting board committees and processes for engaging board members in place to get the highly complex work of governing done.

Doug Eadie