Dave Stackrow and I opened the APTA video webinar we recently presented under the auspices of the APTA Board Members Committee by observing that public transit governance is frontier territory. Far from being a mature, fully developed field, transit governance is characterized by the absence of universally accepted principles and best practices, which are the subject of often-vociferous debate around the country. In fact, when conducting research for our new book on transit governance, Building a Solid Board-CEO Partnership (Governance Edge, 2019), Dave and I weren’t surprised to learn – actually, confirm – that there’s not even widespread agreement on a detailed definition of the nuts and bolts work involved in governing a transit authority. All too often it’s vaguely defined as a passive-reactive “policy making” process, which has the board thumbing through and reacting to staff-produced “policy” documents.
Transit governance isn’t just an under-developed function, it’s also really treacherous terrain – filled with bad advice that can irreparably damage the board-CEO partnership. These “insidious foes” of a solid board-CEO working relationship are erroneous assumptions about one or another facet of the governance function. What makes them insidious is that they can sound plausible at first blush, mainly because they have been urged on transit board members and CEOs by self-proclaimed governance gurus with a shallow understanding of the tremendously complex work involved in governing a transit authority.
One of the insidious foes we discussed during the video webinar is the mistaken belief that a sure-fire approach to building a high-impact board-CEO governing team is something commonly known as “policy governance.” In a nutshell, the policy governance approach involves clearly delineating board and CEO roles and responsibilities and establishing clear rules to guide participants in playing the governing game. For example, how large a contract or check the CEO can sign without board approval, how board officers are chosen, the mechanics of board evaluation of CEO performance, the determination of who speaks for your authority on particular kinds of issues, etc. etc. etc. These rules of the governing game are often described in great detail in a board policy manual.
Now, rules of the governing game are clearly needed, as is the delineation of board and CEO responsibilities. But, as many if not most of my readers have no doubt learned, rules alone cannot possibly get high-impact governing work done. The policy manual is only the foundation for governing. The actual work of governing involves well-defined processes for engaging board members and the CEO in collaboratively making governing decisions and judgments. And really board-savvy transit CEOs know that they must take the lead in designing processes that enable board members to play a substantive, meaningful role in shaping important governing “products,” such as a strategic plan or annual budget, so that they own – and are hence firmly committed to – their governing decisions.
As I shared with participants in the webinar, more than once I’ve been called by CEOs who have urgently requested assistance in re-building a dangerously frayed relationship with their board, only a few months after having invested substantial time and money in developing a detailed board policy manual. They had to learn the hard way that policies – rules – can only guide and constrain – but not play – the governing game.