Policy Governance is a fundamental redesign of the board' role. It emphasizes values, vision and the empowerment of both board and staff. It is built on ten principles.

1. The Trust in Trusteeship

All boards act as a trustee on behalf of a larger group (which is called the "moral ownership"). Because the board is a subset of that group, the board must:

A. Clearly identify who that larger group is, and

B. Make certain that the organization achieves what that group wants it to achieve.

The primary relationship the board must establish, maintain, clarify and protect is its relationship with its owners, keeping in contact with them and hearing their voices. This link must be two-way in order to fulfill the servant leadership of the board.

2. The Board Speaks with One Voice or Not at All

A board is a corporate entity entrusted by its owners with the authority to govern and lead the organization. If the board is to lead, then on each given issue it must speak with a single voice. Although unanimity is not required, the board's group decision must be unambiguous, recorded in policy, and upheld by all members of the board. No member has the authority to speak for the board unless specifically authorized to do so by the whole board. The board's policies are the board's voice.

Individual board members who, thinking that they are being helpful, go directly to staff with instruction or guidance can break the principle of one voice. It can also be broken when board officers or committees act as though they have a mandate to help the staff. In Policy Governance the board is not there to help the staff but to represent the ownership.

3. Board Decisions Should Be Policy Decisions

Policy is defined as the value or perspective that underlies action. Board policies express the board's soul, embody the board's beliefs, commitments, values, and express its wisdom. Except for the bylaws, the four categories of board policy contain everything the board has to say and underlies all organizational decisions, activities, practices, budgets and goals.

Because the board's voice is expressed in its policies, board decision making is always an amendment of, or an addition to, existing policy.

4. Boards Formulate Policy by Determining the Broadest Values Before Progressing to More Narrow Ones

Values come in sizes. A board begins to establish control over large issues with broad policies. The board may continue to develop policy to whatever level of detail it wishes, so long as it does so step by step to more narrow policies and does not skip levels in theprocess.

The board stops developing policies when they believe that any reasonable interpretation of those policies offers sufficient direction to the CEO, in the case of their Ends and Executive Limitations policies, and the chief governing officer, in the case of Board Process and Board/CEO Linkage policies.

5. A Board Should Define and Delegate Rather Than React and Ratify

Boards are accustomed to approving plans brought to them by staff. Predictable problems arise. Boards tend to become entangled in trivia or rubber stamp proposals. Approving staff plans freezes into place details that cannot then be changed without board approval. This obstructs staff creativity and agility and weighs the board down with detail.

Having board policies in place ahead of time allows board and staff alike to know what results are expected within which boundaries. Approval is rarely needed.

6. Ends Determination Is the Pivotal Duty of Governance

A nonprofit organization exists so that the world can be a better place. The board's focus should be on defining the distinctive difference they intend the organization to make in the world. The board will become more of a think tank for vision than a reviewer of staff decisions and activities.

That distinctive difference has a specific definition: what results are intended, for whom and at what cost or priority. Ends policies will never be about what the organization is doing; it is always about what will be different for those it serves. Distinguishing Ends from means enables the board to free itself from trivia, to delegate clearly and powerfully and to turn its attention to large issues. There is no greater governance job than this, and it cannot be delegated.

7. The Board Can Best Control Staff Means by Limiting, Not Prescribing

Although boards often try to develop complete "to do" lists for CEOs, for other staff members, and for committees, boards cannot oversee all the detail involved. It is easier, and in fact more complete, for a board to tell the CEO what should be achieved on behalf of the moral ownership (Ends policies) and then to allow the CEO to use her or his expertise and experience to determine how best to get there within the limits of law, prudence, and ethics (Executive Limitations policies).

8. A Board Must Explicitly Design Its Own Products and Processes

The board states what it expects of itself, its code of conduct, the way it will plan and control its agenda, and the nature of its linkage with the ownership. The board treats its own governance policies as ironclad commitments. The board may create committees to help get its own job done, but not to help the staff with theirs.

9. A Board Forms an Empowering and Safe Linkage with Management

Board and management constitute a leadership team. Clear differentiation in their roles and responsibilities enable them to fulfill and excel in them, mutually support each other, and influence each other toward ever greater integrity and capability for leadership

In turn, staff rightfully expect the board to be clear about the rules and then play by them, to fulfill its own job and to speak with one voice. Board members essentially tell staff members: "We will not interfere if you achieve the Ends without violating the Executive Limitations."

10. Performance Is Monitored Rigorously but Only Against Policy Criteria

In a fair contest, contestants are judged by the rules. Similarly, in Policy Governance the board judges the staff only according to the board's own rules, and the staff will know those rules because they have been stated in policies. The board requires information that directly addresses existing criteria, and receive relevant monitoring data without having to digest enormous amounts of unnecessary information.

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