Editor's Note . . .

As I speak before officers or directors, I am often asked to delineate the difference between the role of the board and the role of management.

The role of the board is to give direction which it does by granting authority and setting limits on the exercise of that authority. It grants authority by setting benchmarks to achieve and, rather than prescribing how to achieve those benchmarks, sets limits on what cannot be done.

The role of management is to execute that direction which it does by exercising that authority and following those limits.

Typically under a board’s direction are matters of policy, direction, strategy and governance as well as oversight of matters critical to the health of the organization for its various stakeholders. However, boards cannot by themselves deal with these matters. They are expected to rely, and are given protection in relying, on management for helping to determine direction. So a role of management, in addition to executing direction, is to provide input for the board to determine that direction.

In response to a typical such question at a directors’ boot camp sponsored by the National Association of Mutual Insurance Companies, I described this process as an “Oreo®” cookie. “The board is the cream that holds the cookie together. Management forms both the top of the cookie, providing input to the board to determine direction, and the bottom of the cookie, executing the resulting direction.”

This issue of Acredula includes an article by Olan Hendrix and David Mustine on Policy Governance® which will present a more sophisticate view of the Oreo® cookie metaphor. We also revisit our most popular article, “When it comes to Corporate Minutes, Saying Less is Often Better.” Kevin Kinross continues our series on managing the board room by using a consent agenda. We also continue our series in responding to a government investigation and John Dix’s series on what you look for in your board.

Index to Acredula Summer 2007

When it Comes to Corporate Minutes, Saying Less is Often Better-REVISITED
Update and revision to discussion of the proper way to prepare corporate board minutes to avoid litigation.

Managing Your Boardroom: Using Consent Agendas To Improve And Streamline Your Board Meetings
Discussion of the use of a consent agenda to make more effiient use of the director’s time at board meetings.

Responding to a Government Investigation: As Chief Legal Officer, Why Should I Not Drive the Ship?
Continuation of the series on responding to a government investigation; this time discussing the role of the chief legal officer.

The Attributes of Quality Board Members: What to Look for in Your Board
The importance of the attribute of availability off line from the perspective of guest contributor John Dix.

Policy Governance® - A Model that Increases Board Effectiveness
Two guest authors discuss an integrated model for board governance called Policy Governance, a system of principles to increase board effectiveness and enhance organizational leadership.

Extending the Balanced Scorecard to Governance: How Does it Compare to Policy Governance®?
Guest author David Mustine discusses the Balanced Scoreboard and its three key elements and four perspectives.