Tip #65 A Board Should Be Clear About And Respect The Authority It Delegates

February 1, 2021  |  tips for effective boards

In our previous Tips for Effective Boards, we discussed the first seven of the Ten Principles of the Policy Governance® model of board operations. We now turn to the eighth Policy Governance® principle, Clarity and Coherence of Board Delegation.

John Carver and Miriam Carver have articulated this principle as follows:


Clarity and Coherence of Delegation: The identification of any delegatee must be unambiguous as to authority and responsibility. No subparts of the board, such as committees or officers, can be given jobs that interfere with, duplicate, or obscure the job given to the CEO.” (“Policy Governance® Source Document” produced by the International Policy Governance Association in consultation with John Carver and Miriam Carver, 2011: https://www.BoardsOnCourse.com/policy-governance.)


The first part of this Policy Governance® principle requires the board to be clear about the recipient of board delegation and the range of authority and responsibility being delegated by the board. The most common scenario is for the board to delegate all operational responsibility (other than tasks it may choose to reserve to itself) to a chief executive officer. This means that in effect the CEO is the board’s sole employee.


However, while most organizations have a CEO, some do not. For example, start up organizations or other small organizations may not be able to afford to hire a full-time CEO and/or other employees. The boards of such organizations can be described as “working boards,” that is, boards in which board members carry out management and/or staff functions. It is important to recognize that when board members are carrying out such functions, they are not functioning as board members but as staff accountable to the board. In addition, in such arrangements, the board needs to be careful not to delegate the same responsibility to more than one person. When delegated responsibilities overlap or are unclear, accountability to the board becomes compromised.


The second part of this Policy Governance® principle requires the board to respect the authority it has delegated. This means that the board must not establish or maintain any structures or processes that undermine its delegated authority. No individual board member, board committee, or the full board goes around the CEO and delegates authority to or provides direction to any staff of the CEO or any staff function. For example, the board treasurer does not supervise the chief financial officer, a board human resources committee does not supervise the director of human resources, etc. If any individual board member, board committee, or the full board bypasses the CEO and engages in such direction, the CEO’s authority to direct staff and the CEO’s accountability to the board are compromised. How can the CEO be effectively held accountable to the board for organizational performance if staff of the CEO and staff functions are being directed by individual board members, board committees, or the full board?


Through clarity and coherence of board delegation, the foundation is laid for empowering the CEO within boundaries and for holding the CEO accountable to the board.


To see all ten principles of the Policy Governance® model, please click https://www.BoardsOnCourse.com/policy-governance and then click The Principles of Policy Governance® on the left-side menu.