A client recently shared with us that his organization has grown over 1200% in the past several years and this growth would not have been possible without Policy Governance.

We’ve heard a similar refrain from many others, including board members and CEOs saying they would never again serve on or for a board that is not using Policy Governance. Life is too short for governance dysfunction!

Pulling the Plug on Policy Governance

That said, we have witnessed some organizations inexplicably decide to pull the plug, which — unless legally bound to use Policy Governance — is every board’s right to do.

In almost 25 years we’ve never heard any sound rationale for giving up on these principles from someone who actually understood what Policy Governance is. In the absence of logical reasons for ditching the system, what other factors might be at play? We speculate as follows:

Money: A board member or CEO wants the unfettered ability to steer jobs and contracts to friends, or to pursue a hidden agenda or use the organization for personal benefit. See also: Spurious Influences Derail Delegation.

Laziness or apathy: Good governance doesn’t happen by accident; it takes learning, time, energy, and people taking personal responsibility for their commitments. Sometimes board members have a change of priorities in their lives, or simply stop caring, but then continue to linger instead of resigning from the board.

Ego, Power, and Fear: A dominating or aggressive personality takes over, and people are bullied or become afraid to speak up or to refer to the policies and values meant to underlie all decisions. (See also: Money.) Principled people and rule followers are Kryptonite to bullies, but sometimes these good people give up in search of peace.

In any case, let’s say your board has a new set of board members and/or a new CEO, and despite not knowing what Policy Governance actually is or how it works, they are determined to remove the board’s governance system and to replace it with their own ideas, the S.A.D. Governance Model, or myriad practices proposed by a law firm or traditional governance consulting company. Here are five steps the board could take.

Five Steps to Uninstall Policy Governance

Step One: Pass a board resolution to formally cease the application of Policy Governance principles. For example, “John moves, seconded by Paul, that the board will no longer govern using the Policy Governance system.”

Step Two: Pass a board resolution to declare that all board policies (including all Ends, Executive Limitations, Board-Management Delegation, and Governance Process policies) are no longer in effect. These policies — if developed consistently with Policy Governance principles — have many Policy Governance concepts baked into them, e.g., monitoring, accountability, ownership linkage, clarity of delegation, etc.

While they will no longer be in effect, be sure to archive these policies in case a future board wants to return to using Policy Governance and needs a starting point for developing its new board policy manual. If the board still wants some policies on the books, or hires an outside firm to create a traditional “Policies & Procedures Manual,” it can now start fresh without any confusion around whether the board is still using Policy Governance and its old policies, or not.

Step Three: Speaking of confusion, it is critical that all references to using Policy Governance be removed from the organization’s website or any publicly available documents. It would be highly deceptive to legal/moral owners, the media, regulators and governmental agencies, other stakeholders, and to Policy Governance consultants, students, writers, and researchers, if an organization claims it uses Policy Governance but, in fact, does not. Further, the board should be transparent about wanting to try something completely different.

Step Four: Ensure the board and organization have legal counsel.

Step Five: Buckle Up! Interesting times await.

In Case it Needs Mentioning…

Brown Dog Consulting does not recommend uninstalling Policy Governance. It is far easier, less costly, and better for results-oriented organizations to get qualified training on how this system works, and to access advice, coaching, tools, and resources that help with implementation. Policy Governance is a set of principles, not practices or specific rules, and so boards have a lot of flexibility in how they apply the principles.

As we often say, one thing guaranteed to be more challenging than good governance … is bad governance.

See also: Board Education, The Benefits of Policy Governance, The Board EXCELerator