John Bauer Consulting

Carver Policy Governance – It’s Only As Good As…

John Bauer October 15, 2015 blog, News

Interviews with nonprofit leaders, board chairs, and professional nonprofit association executives have reinforced my observation that board governance continues to be a problematic issue for many organizations. Numerous challenges have been cited: confusion about the role of directors, ineffective meetings, improper relationships with staff, conflicts between the board chair and the CEO, inability to recruit capable directors, lack of board evaluation, onerous committee structures, and infighting among factions. In spite of a plethora of resources available to organizations since Sarbanes-Oxley, many nonprofit boards continue to struggle.

Going back more than 25 years John and Miriam Carver addressed the challenges facing nonprofit boards, especially with respect to roles and responsibilities of the governing body in contradistinction to those of the executive management team. They called out the problems associated with older, traditional forms of governance that had contributed to the plagues of micro-management, confusion in roles and responsibilities, usurpation of authority in one domain or the other, and wasted time and energy in meetings. Through their program of Policy Governance®, boards and executives were trained in the development of policies that clearly articulated the limits of authority for both.

The contribution the Carvers have made to nonprofit governance cannot be underestimated. Numerous boards have used their model to greatly improve their performance and CEOs have had their leadership enhanced through clearly stated expectations and limits of authority. Boards have found greater relevance in their work and meetings are focused on the long range future of the organization instead of having to listen to mundane operational management reports.

Having experienced first-hand the effects of the Carver Policy Governance model in various nonprofit environments, I have come to my own conclusions about its application and have identified a number of factors that either support or hinder its effectiveness as a governance model. These contexts include private institutions of higher education, social service agencies, national professional associations, and denominational judicatories and foundations. The results have been mixed, to say the least.

When Carver Policy Governance Works

In those organizations where it works best, boards and executives exhibit a high level of understanding of the governance process. Generally, these boards are comprised of experienced, highly skilled professionals who are able to take the time needed to fully understand and utilize the rubrics associated with the model. There is also usually a very high level of trust between the board and the CEO and his/her staff. For example, when Merle Freitag was the CEO of the Lutheran Church Extension Fund of the Lutheran Church Missouri Synod, the Carver model was an ideal framework for effective governance. Board members would tell me how much they loved participation on the board, and how committed they were to supporting the leadership team because of the shared trust and confidence each had for the other.

When It Doesn’t

On the other hand, I served as a peer evaluator in the accreditation renewal process for several small liberal arts colleges in which the board had been talked into adopting the Carver model. Boards had been poorly trained, were comprised of well-intentioned but skill-deficient directors, and did not understand the nuances of crafting policy statements according to the model. In just about every case, I found that ineffective presidents used the model to withhold important information about the performance of the organization. Because the boards thought the president was operating within the policies they had established, they did not question critical areas such as financial viability, hiring practices, quality measures, and other factors that affected institutional reputation. I have observed similar adverse effects in social service organizations and denominational judicatories as well.

To Carver or Not to Carver?

What are the take-ways from two and a half decades of experience with the Carver Model? It seems to me that like any model, its effectiveness is only as good as the knowledge and skill of the people who are using it. Generally, in mature organizations with skilled boards of directors working with trusted and competent CEOs, the model can be an effective tool for keeping the focus of the board on mission-critical, long range issues.

On the other hand, when Policy Governance is adopted by inexperienced and unqualified boards of directors who lack the training and skills to craft appropriate policies and work within them, organizations put themselves at significant risk of violating their fiduciary and ethical responsibilities. And when CEOs push for adopting Policy Governance as a way to gain more freedom from the board, to withhold negative information from the board, or to somehow detach accountability for effective operational management from board review, trust in both the board and the CEO is compromised.

Unfortunately, it has been my experience that the investment of time and money it takes to sufficiently train a board and the management team in the development, implementation and effective execution of Policy Governance is formidable. On-going consulting contracts to ensure proper continuation of the model seem to be imperative. Even among organizations which claim to highly prize the model for its effectiveness, most do not follow exactly the patterns established by the Carvers and claim to use some “hybrid” type of the model. I have even heard debates among CEOs as to who is more “pure Carver” than others. I have yet to encounter a “pure” example.

The point of all this is that the form of governance can never become a substitute for the substance of governance. Boards need to be constantly vigilant in keeping clear the distinction between governance and management. But there are many different ways that objective can be achieved without having to adopt a sophisticated model that, in and of itself, can become the focus of board work as opposed to a means toward that end.

What are your thoughts?

Consider the Consequences – The Question of Ethics in Leadership

John Bauer September 6, 2015 blog

It has been suggested throughout history that the risk of public humiliation is the greatest deterrent to immoral behavior. As early as Plato’s story of Gyge’s ring, the proposition has been advanced that if you knew you couldn’t possibly get caught [the ring discovered by the shepherd Gyges made him invisible], it is in our nature to do things without restraint.

In this age of camera phones, email, texting, security cameras and many other forms of digital observation, it is increasingly difficult to do something without being seen. In many ways, that is a good thing. Transparency, especially among government and business leaders is to be encouraged. Even Hillary couldn’t hide her emails forever on her personal server.

I would argue, however, that the risk of public embarrassment is not the deterrent that we think it is. Consider people like Bill Clinton, Elliott Spitzer, Tiger Woods, Anthony Wiener, and a line up of other notable figures who, having been outed for their conduct, stood before the cameras, usually with a wife at their side, publicly apologized, and then got on with life.

Not considered in this theatrical mea culpa are the victims of their behavior: the spouses, children, employees, colleagues, relatives, friends and others whose lives have been damaged directly or indirectly because of their indiscretion. Google “Monica Lewinsky” to get a good idea of the harm that can be caused to another human being when power and selfish neediness trump concern for the consequences.

I’m not talking about sociopaths who have no conscience when it comes to others. They may be beyond hope. But the vast majority of leaders in government and business do have souls and at least some kind of moral core. The problem is that people in positions of power and privilege don’t always act in a way that considers the harm their actions may have on others. They think they can get away with indiscretion, and even the risk of losing one’s job, reputation, and family are not sufficient deterrents. These are but personal risks, and when one acts only out of selfishness, then the risk is selfishly focused as well.

Let me give you one example of what I mean. In the 1980’s, Rev. Jim Bakker of PTL Ministry was embroiled in a sex scandal involving Jessica Hahn. He and his wife, Tammy Faye, were indicted for embezzling millions from their ministry. Jim was convicted and sentenced to federal prison. Tammy Faye divorced him. They certainly knew what they were doing was wrong. But the risk of getting caught was not sufficient to keep them from acting.

I have to wonder, though, if they ever considered the number of people whose very livelihoods depended on their ministry and the impact their behavior would have on them? If they had had the opportunity to play forward a video of the significant harm that came to their personal friends and supporters as a direct result of their greed, would they have acted on their selfish impulses? I don’t know of too many human beings who would be so cold hearted as to say: “My closest friend will lose his job, lose his home and have to declare bankruptcy as a direct result of my decision to steal this money, but I am going to do it anyway.” It certainly raises the ante on the cost of risk.

Of course, instilling this factor into everybody’s conscience isn’t possible – or is it? Can an ethic of probable consequences be developed in the work place – especially among senior leaders – as a way to keep leaders grounded on a foundation of basic moral principles. And more important, can anonymous support systems for leaders be developed and employed to help keep executive leaders from thinking that the only harm that can come from aberrant behavior is to them and not to other people? I believe the answer to these questions is “yes” and it is my hope through this consulting practice to provide exactly that kind of support for chief executives who may find themselves walking through an ethical minefield.

Lonely At the Top – The Desperate Need for Leadership Support

John Bauer August 29, 2015 blog

Much has been written about the isolation experienced by those who occupy the corner office. Chief executive officers have no peers within their organizations with whom to discuss personal matters, and professional associations for CEOs tend to focus primarily on knowledge and skill development. Boards of directors, though legitimately concerned about the health and well-being of their key executives, are also in a position of accountability which discourages honest sharing of personal challenges.

But CEOs are human beings with psychological and emotional needs like everyone else. The personal challenges facing CEOs may include alcohol or other addictions, declining physical health, marital problems, an affair with an employee, depression, troubled children, aging parents, family separation, relocation, or any of a host of other problems that distract and exact an emotional toll.

Boards invest considerable time and money in searching for and hiring the right chief executive. The cost to the organization when the CEO has to leave for personal reasons is even more significant. Few boards have the skills or resources to effectively help their CEOs overcome challenges that could compromise the integrity of the office and cost the organization a great deal of money. And, unfortunately, the personality attributes and ego strengths that won CEOs the corner office are often the very traits that prevent them from admitting they have a problem and from seeking timely help.

The tragedy is that most CEOs are outstanding in the performance of their executive duties. Their boards made excellent hiring decisions and had every reason to expect years of effective leadership from their CEOs. Too often, however, such CEOs are asked to resign after their problem reaches the attention of the board, even if no company policies were violated. And so, the CEO, the board, and the entire organization are traumatized and at great expense to everyone in terms of time, money and reputation.

Can such losses of talent be avoided? Are there alternative courses of action available to both the troubled CEOs and their boards so that termination or resignation isn’t required? Are there resources available to support boards and their executives? Where can CEOs obtain confidential help to address personal problems before they lead to catastrophic results?

Such situations can be avoided if boards and their chief executives establish a basis for discussion from the beginning. Board executive committees should be able to offer confidential, anonymous resources to address such personal issues without fear of compromise to the board/CEO relationship. Unfortunately, such intervention and support resources are very scarce and the willingness of CEOs to admit they have problems isn’t always present. Nevertheless, there would appear to be a tremendous business opportunity for partnerships to be created between CEOs who are in trouble, their boards, executive consultants, and if needed, qualified mental health professionals. I think it is time to acknowledge this need and to start to build networks of collaboration so that such catastrophes can be avoided.

Isolation and Ego – The Perils of Being a CEO

John Bauer July 4, 2015 blog, News

The chairman of the board of directors came to the CEO after a meeting and asked, “Are you ok? You are looking really stressed out.” The CEO’s response was to dismiss it with assurances that he’d been working hard to get ready for the meetings, that he had been traveling a lot to various company locations, but that he was fine.

The truth was he wasn’t OK. Things in his personal life were a mess and they were beginning to take a toll.

Like many chief executives, he wasn’t willing to admit to himself, let alone to others, that he was struggling to keep his personal life from affecting his professional life. He figured that he was able to handle the stress on his own. After all, it was his self-reliance, character and abilities that had helped to get him the job in the first place, right? Inside, however, he knew that he couldn’t continue under these circumstances forever.

Does this sound familiar? This hypothetical CEO, like many chief executive officers I have known, rose to the top spot through hard work and many God-given gifts and abilities. These CEOs are likely to be visionary and compassionate leaders. They may have had great executive teams to work with. They are likely to be involved in local, regional and national boards of directors and may have received a lot of positive affirmation for their work. In short, good CEOs are respected and trusted as being effective leaders, good citizens, and people to be admired and looked up to. They are expected to model the values of the organization – not to be weak human beings.

It is an unfortunate fact, however, that many CEOs are also lonely – both by choice and by circumstance. I have written previously about the perils of how lonely at the top it can be for CEOs of large organizations. With an absence of peers inside the organization combined with fears about disclosing personal challenges to the board, CEOs who don’t have support systems outside the organization are at significant risk. And when issues in one’s personal life add another level of conflict and stress, well, the feelings of isolation become multiplied.

Why do such leaders seem to be averse to seeking help to deal with the personal challenges they face? From my experience, I have come to believe there are several forces that work against such CEOs.

Ego
The first of these is their own ego. Many CEOs are convinced that reliance on friends or others in a support network is indicative of weakness. They delude themselves into thinking that they don’t need such support, that they don’t need close personal relationships, and that “a rock feels no pain, and an island never cries.” Therefore, to disclose personal challenges is to show weakness, and to admit to themselves or anyone else that they were in need of help is not an option. The difficult lesson that has to be learned is that there is a significant difference between weakness (actually, a type of arrogance) and vulnerability (which shows humanness).

Denial
A second factor is denial. To admit to anyone else that they are anything less than the perfect CEO they were expected to portray is considered dangerous to one’s reputation, or at least to the image they felt they had to maintain in the organization and the community. To themselves and to others, many CEOs deny their personal problems, or if they do acknowledge to themselves that their lives are a mess, that they can manage the challenge on their own.

Support
A third factor is not knowing where to turn for help. For many ego-driven leaders, circles of friends are relatively small and social, not personal. Perceived as aloof and self-assured, these self-sufficient CEOs are actually isolated and having conversations only with themselves. They are in desperate need of having a confidential and non-judgmental person they can trust who can listen objectively and help sort through the challenges they are facing.

It is critically important that CEOs experiencing personal challenges find just that kind of person – someone who can confidentially help them navigate critical personal areas. I would argue that most CEOs need to get over themselves and seek out that kind of help. Not only are such confidants a potential life saver, but there is the potential through counseling and support to improve leadership effectiveness, not to mention become better human beings.

I don’t want to see any competent executive leader go down the tubes because of issues in their personal life. Now, in my retirement, I am committed to providing a doorway through this consulting practice for CEOs to find the kind of confidential advice and support that can mitigate the possibility of personal and professional collapse. Anyone who has worked as a CEO knows the challenges. I have experienced them as well. Give me a call if you would like to have a confidential conversation about your particular circumstance. I’d love to offer an understanding ear.