Govern Update Newsletter/Journal
Issue: 3/2020


A very important element of the success of Policy Governance is the dialogue that can be created by following the principles. Good governance is about translating values into results and to be able to have a meaningful conversation about values, we need to engage in dialogue.

A Recap of Board of Directors Leadership Under Times of Crisis
GOVERN just completed a complimentary webinar to support people on Boards and CEOs as they navigate this crisis with a desire to govern with excellence. Ninety-one people engaged in an active panel discussion and town hall conversation to share critical ideas.
Join Matt from Simon Sinek, Inc. on Friday, June 19 • 10:15am - 11:30am. Everything Matt does is designed to catalyze growth in others. He’s obsessed with  exploring the future of work and what’s possible when organizations sit on the  foundation of a strong, values based culture.

An organization’s ultimate success depends on how well it is governed, the responsibility for which lies squarely with its board. GOVERN is rising to meet the challenge of contributing to creating excellence in board governance. We need, want, and invite your voice.

by Hartger Wassink

A very important element of the success of Policy Governance is the dialogue that can be created by following the principles. Good governance is about translating values into results, and to be able to have a meaningful conversation about values, we need to engage in dialogue. But there’s a caveat: dialogue doesn’t automatically result from following a set of principles. All participants have to actually see the benefit of dialogue, and act to make the dialogue happen.

As John and Miriam Carver put it in their book Reinventing your board: boards using Policy Governance are ‘spokespersons for meaningful values, to model bigness of spirit’ (p. 229). Policy Governance, and for that matter, dialogue, is about that spirit as much as about the policies on paper.

In my consulting practice, I have learned that Policy Governance only works if at some point during implementation, boards make that switch and change the nature of the conversation from an arena-like discussion to a circle of dialogue.

In this contribution, I explore why Policy Governance and dialogue are so interconnected.

What makes dialogue such an indispensable condition for the success of Policy Governance? And in what way Policy Governance principles are indispensable to create the right conditions for dialogue. I’ll pay special attention to the role of the chair of the board in this process.

There are several reasons why Policy Governance and dialogue are so connected to each other:

  • Both are more about the process than the guiding principles themselves (although principles are indispensable);
  • Both acknowledge that we can’t predict the future and therefore need trust and deliberation;
  • Both ultimately rely on human creativity and reasonableness as main thrusts for progress.

As most readers will know, Policy Governance is a system that is based on principles – not on rules. This has some important consequences. For one thing, it means that boards cannot be defined as Policy Governance-boards, just by having a Policy Governance-style set of policies and procedures. They only are ‘Policy Governance’-boards (if it is at all possible to use that phrase) if they use those policies to guide their work. There is no strict (rule-based) definition of what proper use of Policy Governance entails.

What we do know, is that a certain attitude is part of that use; an attitude of continuous and rigorous monitoring, in order to be accountable to owners. This involves constantly being aware of separating Ends from Means. Discerning between the responsibility of the board and that of the CEO.

There is a complex and fragile interplay between the policies and the attitude here. An attitude can be induced by the right structure, i.e. a written policy manual based on Policy Governance principles. However, if a board, using the structure such a manual provides, doesn’t eventually change it’s attitude, it will not benefit from the principles.

It is the same with dialogue. A dialogue can take place only if certain principles are met.

For instance, there should be sufficient time, and an adequate meeting space. Participants should feel that everyone participates voluntarily and share personal stories in an equal conversation. Such principles can create a safe ‘container’ for dialogue, as William Isaacs called it in his seminal book Dialogue, or the art of thinking together.

But for the dialogue to become truly meaningful, the most important thing is that all participants are willing to listen, to suspend their judgment, and to have an open mind to what emerges from the conversation. The principles that structure the dialogue help to create a safe atmosphere, but it is up to every participant for themselves as to the way they are willing to make use of that safety.

Both Policy Governance and dialogue are systems that can be used to create ‘safe spaces’ for important, possibly difficult, conversations that revolve around the real-life consequences of the meaning that is given to seemingly abstract values. If, for instance, a school board has stated that ‘pupils learn to take responsibility for themselves and people around them’, discussions of what that responsibility actually looks like, and when the board can be satisfied with the level of responsibility reached, are not quite straightforward. Nevertheless, if the owners (and subsequently, the board) believe that ‘responsibility’ is an important value, it will be very important to have that conversation.

To have a such a conversation, we need that ‘container’ William Isaacs writes about; a safe space within which people feel enough trust to share their stories, thoughts, doubts and deeply held convictions, even if they are not sure if other people agree with them.

In Policy Governance, the board needs to create such a container of trust. The chair of the board has a special responsibility in this respect. As Caroline Oliver writes in the Policy Governance Fieldbook (p. 165): “The chair is the main champion of the board's self-discipline. The chair plays an important role in guiding discussions–asking key questions, referring to policy, and creating an environment that encourages honesty, respect and free expression.”

That dialogue is not only important for the conversation within the board, but also in the Board-CEO relationship.  As Oliver writes: “Is is not just respecting each other’s areas, but being open about different perspectives and the fact that sometimes it was unclear and needed to be hashed out together. We were not afraid to discuss it…” Using the Policy Governance principles, board and CEO always can go back to what their respective responsibilities are, they know exactly what each others’ expectations are. This helps in making it possible to, if needed, suspend boundaries and have an open, learning conversation.

This is important, because although Board and CEO have strictly separated responsibilities -- one of the key benefits of Policy Governance is that this separation is always very clear -- in daily practice boards and CEO will experience the wish to have frequent informal discussions and exchanges of information. This is perfectly logical, because the board and CEO share the same vision, and are committed to the same Ends statements. It is very satisfying to work together for a common cause.

But if that continuous flow and discussion of information would not be ‘contained’ in a clear set of principles, a CEO might be cautious to share too much information. A board might overstep its mark and get involved in operational decisions, or even prescribing them. A CEO that might experience help that is too ‘enthusiastic’ from the board, might stop sharing information. On their turn, the board may become suspicious that the CEO holds back information.

A board and CEO constantly second-guessing each other is not very helpful to create trust in their relationship. And we have seen that trust is an important element to have conversations on difficult topics. That is why the container for dialogue needs to be clear.

But what is so special about dialogue? And why are the Policy Governance principles so special in that they can create that dialogue? Isn’t it enough just to have some rules for discussion, and some clear steps in a decision process, like Robert’s Rules? Having a civilized conversation shouldn’t be that difficult? Apparently it is, because although some of the Policy Governance principles are arguably common sense (i.e. not unique to Policy Governance), that common sense is not enough to arrive at the level of effectiveness and integrity that Policy Governance boards can achieve.

The Policy Governance principles are unique in two things to help create dialogue. Firstly, as one of its main unique features, it places the accountability of the board clearly and firmly in the position of the moral owners and starts working from there. This seems to be a no-brainer, as most boards care about their stakeholders. But there’s a catch: it is about moral owners, not just owners or stakeholders in general. So boards (including for-profit boards) need to work out who their moral owners are. That means discussing values of those owners­ and values within the board, and the organization. And as I have argued, it is virtually impossible to discuss values in another way other than through safe dialogue.

Failing to use dialogue while talking about values usually ends in bitter conflict or a stalled conversation. Either way: no progress will be made, and the board will not be able to set clear expectations to the CEO, derived from the perspectives of its moral owners, about the results of the organization (its main duty).

Secondly, Policy Governance rigorously places the responsibility for interpretation (and thereby choosing indicators and gathering data) of those expectations with the CEO. And at the same time offers an elegant and not less rigorous way for the board to assess those data, by determining its reasonableness. It is different from general approaches to governance, where a board can use a mixed bag of very strict targets (usually financial) for performance and ad hoc decisions of what board members think is good performance.

Using Policy Governance, a board can very precisely adjust the level of interpretation that it delegates to the CEO. And still acknowledges that there is always some level of interpretation. The board has to assess the reasonability of that interpretation. Again, that can only be done if dialogue is used. Interpretation and assessment of reasonableness are ‘soft’ processes, for which no blueprints exist. This is where boards need to use their wisdom, or, as William Isaacs puts it: where they need to think together.

This makes clear that Policy Governance and dialogue are intrinsically tied together. Because Policy Governance is all about values, dialogue is needed in the relationship with the moral owners of the organization. And because Policy Governance leaves room for the CEO to adapt to changing circumstances, dialogue is needed in the conversation with the board to determine what is reasonable.

Policy Governance provides the ‘container’ for dialogue in which a safe exchange of differing viewpoints can take place. It does so by placing emphasis on listening instead of talking; by constantly inviting to respect, to take the perspective of others (because ‘reasonableness’ is what counts, not ‘my best idea as an expert board member’).

That also means that boards cannot ‘use’ Policy Governance without a mindset for dialogue. If board members have a mindset of ‘winning the argument’; if they think that policies that the board creates will lead to guaranteed fast-track success, on which the CEO can be judged, without the need for consideration, doubt, and trading off difficult differences in concerns, they will be disappointed.

As American cycling world champion and winner of the Tour de France Greg Lemond put it: ‘It never gets easier, you just go faster’. Dialogue isn’t an easy conversation. It does, however, help to overcome the obstacles that will hinder progress, if you don’t engage in dialogue. That’s where the heart of Policy Governance resides.

Note: Hartger Wassink is currently the Board Chair of Govern for Impact

Hartger Wassink
by Karen Fryday-Field

GOVERN just completed a complimentary webinar to support people on Boards and CEOs as they navigate this crisis with a desire to govern with excellence. Ninety-one people engaged in an active panel discussion and town hall conversation to share critical ideas.

I had the opportunity to address a ‘critical mistake’ that some Board leaders make under crisis… that is to over focus on governing the risk and as a result to loose sight of the horizon, i.e. their company or organization purpose and new opportunities and needs emerging. Boards were reminded that vision is critical both for evaluating short-term decisions and for creating and leading to better impacts in the future.

Michael Castro, Risk and Cybersecurity Leader/Consultant spoke about areas for Board consideration including but not limited to:

  • Human safety
  • Being vigilant
  • Duty of care
  • Ensuring facts are shared
  • Assessing critical risk
    • Supply chain
    • Custmer/human
    • Regulatry
    • Cash flw
    • Technlogy

Michael also reminded Boards to monitor wisely around cybersecurity risk which has been increased under pandemic conditions.

Gwen Dubois-Wing, Leadership/Governance Advisor, and I shared a framework with the group for Governing in the Time of COVID-19 (see figure below).


Gwen spoke to the need for Boards to continue to use their exemplary governance processes including clear communications around and support of the Board/CEO relationship.  We pointed out that the Boards need to start early to ask the exploratory questions about reframing the future and what the company/organization's purpose and focus will be through and after the pandemic.  Systems thinking and adaptive leadership will be key.

Richard Stringham, Governance Consultant, challenged Boards to examine their current Board policies to identify what direction the Board has already given to guide the CEO and organization under COVID-19. Further, Richard spoke about the Board’s obligation to selectively monitor against those policies to ensure the Board is staying in close touch with whether the organization is, for example, meeting its purpose still, is remaining viable, is protecting its people, and is financially stable.

The participants then engaged in an active discussion on questions and solutions from the field. If you would like to engage in further learning and discussion on the many issues within Board Leadership Under Times of Crisis, please join GOVERN for IMPACT at its Virtual Conference on June 19 & 20, 2020. There are several relevant sessions and one particular session called “Board Leadership Under Times of Crisis” where the panel will reconvene to discuss real-world examples and engage in discussion on challenges from the field. Please follow this link to register.


Karen Fryday-Field, MBA, GSP


You are invited to engage in:

Board Leadership Under Times of Crisis

Complimentary Webinar

  • Lessons from the Field
    •         Hear Real Board Examples
  • Governance Challenges Related to Reopening and Reengaging
    •         The Challenge f Competing Board Values

Crucial Conversation/Town Hall

June 1, 2020 | 11:00-12:30 p.m. Eastern Time

Register Here

Anchor2020 GOVERN for IMPACT Virtual Annual Conference

June 18-20, 2020 - Full Speed Ahead

This year the 2020 Virtual Govern For Impact conference includes an awesome range of learning experiences. There are two keynote general sessions and a variety of workshops.

There are three workshop tracks throughout the conference:
Track 1: Policy Governance Fundamentals Practices and Principles
Track 2: Innovations in Advanced Policy Governance Practice
Track 3: Governance Excellence

There is one workshop from each track in each of four time slots (twelve workshops total) that you can choose from. You don't have to stay in the same track throughout the conference. All registrants will have access to all keynote and workshop Power Points and handouts, even for sessions you don't attend. In addition, all registrants will have access to recordings of all keynotes and workshops.

The conference is Friday, June 19th and Saturday, June 20th. There are also two preconference workshops you can choose from on Thursday, June 18th that you can add-

From Simon Sinek, Inc., Matt Dunsmoor
Join Matt on Friday, June 19 • 10:15am - 11:30am
Everything Matt does is designed to catalyze growth in others. He’s obsessed with  exploring the future of work and what’s possible when organizations sit on the  foundation of a strong, values based culture. He imagines a world where the need for  work-life balance is a thing of the past. A world in which workplaces are intent on  creating powerful, supportive cultures so that people can focus on living a balanced life.  He lives for “A-ha!” moments and loves celebrating the growth of others.    

As a millennial and former college athlete, Matt has an exceptional ability to relate concepts across his various life experiences, allowing him to connect with audiences across the board. His curiosity has lead him into a diverse array of roles, from marketing and sales, to product management and customer service, to helping companies implement organizational governance such as self-management and Holacracy.

In 2015, through the organization he worked for, Matt attended a Why Discovery Workshop. After experiencing the process and seeing the impact it had on he and his colleagues, he advocated strongly to bring it into their company culture, eventually becoming a workshop facilitator and trainer himself. Matt now travels across the country, combining Simon’s concepts with his own experience to help teams and individuals discover their Why, give them tools to uncover their true potential, and inspiring them to pursue more purposeful work. To learn more and see Matt in action visit:

Don't Miss Out! Register Now!
AnchorPropel Your Leadership On The School Board
Attention Academic Board Leaders!

We have a very special session on June 18 just for you!

Join GOVERN for IMPACT CEO Karen Fryday-Field, Hartger Wassink, CGO, and AJ Crabill bring their knowledge and experience to this pre-conference special, "Governance Excellence in Education". This session will deliver all the tools necessary to make an impact on your board and help refocus school board members on the core mission of improving student outcomes. Guided by the idea that student outcomes don't change until adult behaviors change.

AnchorMake a Difference Staying Connected as a GOVERN Affiliate


An organization’s ultimate success depends on how well it is governed, the responsibility for which lies squarely with its board. GOVERN is rising to meet the challenge of contributing to creating excellence in board governance. We need, want, and invite your voice.

This is the time to stay connected to make an impact on the Boards of Directors around the world. We hope that you will continue to support GOVERN for IMPACT and remain an affiliate or join us as an affiliate if you have never joined before. It will be a rewarding connection.

For those that are affiliates and are coming up on renewal let us know if you need more time to renew. We will maintain your active affiliation and work with you to partially delay your dues or create a suitable payment plan. Contact Michael Palmer at or by phone 248-770-1865.


We invite you to engage in some critical thinking to be eligible to win some fantastic prizes and to contribute to "accountable governance" thinking. Please watch for and consider joining our "Express What Accountable Governance Means to You" (a creative expression contest)... watch for more details and how to submit your ideas/songs, posters, pictures, poems, essays, videos... we hope you weigh in.

More details coming soon...


Board Leader Character
Sep 22, 2020 @ 11:00-2:00 p.m. Eastern Time

Board/CEO Relationship Development and Expectations
Oct 27, 2020 @ 11:00-2:00 p.m. Eastern Time

More details to follow...


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