The Policy Governance Model


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Main Idea:

Strategy for exercising board leadership and serving owner interests by comprehensively defining roles, explicitly delegating authority, and systematically monitoring execution so as to assure organizational performance.

John Carver developed this model 30 years ago after serving at various times in the roles of board member, chief executive, and consultant helping boards govern.  For more info see
Board & Staff Issues Addressed:
  • Role confusion - unclear boundary between board and CEO responsibilities
  • Unclear expectations held by the board toward its CEO, and vice versa
  • Board decision-making at the operational level rather than at the policy level
  • Tension over authority exercised by the CEO vs that exercised by the board
  • CEO evaluation based on unknown criteria, unrelated to organizational success
A letter to the editor about the value of policy governance to a board in Newark, New York

Relating to the Nature of Board Authority:

  1. The Board stands in for its ownership, those who ‘own’ the organization.
  2. The Board speaks with one voice, or not at all.
  3. The Board is positioned between the ownership and the organization

Relating to the Nature of Policy:

  1. Ends policies are defined positively (telling the CEO what is to be achieved).
  2. Board means policies control how the board operates and how it interacts with staff
  3. Staff means are defined negatively (conditions that are be avoided).
  4. The Board sets expectations first in broad values, then in progressively greater detail.

Relating to the Nature of Delegation:

  1. The Board delegates authority to the CEO
  2. Any reasonable interpretation of Board policy by the CEO is acceptable
  3. The Board monitors organizational performance only against criteria written in policy.
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