[Foundation-l] governance model

Florence Devouard Anthere9 at yahoo.com
Tue Apr 17 23:51:51 UTC 2007


The mail below born from reading Anthony comment. I thought I could make 
a summary and comment one of his thought :-)

Let me summarize the four components of the model.

Once policies are established, how does a board know if the CEO/staff
are fulfilling these requirements?

Board Ends Policies
Management Limitations Policies
Board-Staff Linkage policies
Governance Process policies

Board Ends Policies
Are basically the mission statement, but in a more detailed fashion.
Its most basic form might be the mission statement, but practically, a
list of "things to achieve" are listed, along with who they will benefit
and how much they should cost. Consider it the "list of tasks" that the
board gives to the executive.
The difference with defining a goal is that usually, a goal also
mentions some means to achieve the goal. As I understand it, using the
word "end" is intended to "remind" that means should not be given. It is
the staff job to define the means.

Management Limitations Policies
Since it is the staff job to define the means, the limitations policies
are simply a description of all the means which are non-acceptable.
The staff can be as creative as it wants to reach the ends, but MUST NOT
use some ways to do things.

Board-Staff Linkage policies
They essentially define the relationships between the staff and the
board. Eg, how does the board informs the staff of 1) the ends and 2)
the limitations. And how does the staff reports what it is doing to the
board. And it also defines the information that the staff must
mandatorily provide the board so that the board can check that the job
is done (the ends satisfied) whilst respecting the limitations.

Governance Process policies
This essentially describe how the board is working (eg, meetings,
resolutions, elections etc...)


Yesterday, Anthony said

"I guess I wasn't really thinking of this in terms of what the ED can
be told to do.  In terms of that I think ensuring financial
transparency is an important one that hasn't really been mentioned.
It's also one that Brad started, but never finished - we were supposed
to have regular financial statements by now, which I took to mean
monthly or quarterly.  I'll be bold, and request monthly financial
statements.  For whom?  Published on the website for everyone within
45 days of the end of the month.  At what cost?  I'd need more
information to be able to give an accurate estimate."


Having a regular financial feedback is not an end. The Foundation was
not created so that the board could read FS. The FS are a way for the
board to control that things are going well, that's an evaluation
method. So, that is a board-staff linkage policy.

That policy might say "the ED must provide audited financial statements
once a year, cash-flow update every month, cash-flow estimate for the
next six months, as well as a rolling budget every quarter". These tools
are not an end, they are simply a tool to control.

Our auditors said we should try to always have at least 6 months of
operations in cash.
So, a management limitation policy might be "Thou shall not have less
than 6 months operations".


I rather like this example I could find on the net


I think that is a pretty good example of what we could draft. The ends
are very simple (I think we should have more detailed ones). But the
executive limitations are pretty self explanatory. One thing I also like
in it is that the governance policies are also pretty detailed, and
actually would give more leverage to the chair to act without getting an
approval every couple of minutes ;-)

This board manual is one of my favorite... I would like to use it as a
basis of ours (to be completed OF COURSE)


Meanwhile, let me just thank you for all the comments and suggestions so 


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