What Does the Board Do, Anyway? (Part 2)

By Michele Meulendyk

In Part 1 of this article, I painted a brief picture of how our Board of Directors is shaped and how we use Policy Governance to delegate operational responsibilities to the General Manager, and the roles each play. 

This month I’d like to discuss the other half of the Board’s job: Policy Monitoring.

In itself, that phrase doesn’t say much, at least not in plain speak. While the Board does not engage in the operational details of running the store, it does regularly look at data to ensure that the Policies, used to guide the GM, are being adhered to. That’s where Policy Monitoring comes in.

The BFC Policy Governance Manual is broken into four sections, each representing one area of Policy focus:

1. Ends: These embody the Board’s part in long-range planning, by setting the compass, so to speak, towards our organizational aspirations, based on our understanding of our Shareholders’ values.
   
2. Means/Executive Limitations:  These policies define limits and boundaries on the GM’s authority, describing operational practices that are not allowed, even if they are effective.They are meant to ensure that the GM operates within acceptable ethical and legal bounds. These policies cover such areas as financial planning and management, how employees are treated, and asset protection.
   
3. Board-Management Delegation (Board-Management Relations): The Board identifies the GM as its only employee, clarifies that all operational responsibility is delegated to the GM, and defines the mechanisms by which the Board will determine whether or not the GM is meeting expectations (this last is the monitoring part).
   
4. Governance Process (Board Process Policies): The Board determines its philosophy and how it will hold itself accountable to the roles and responsibilities outlined in these Board Process Policies and our Bylaws.

The GM is tasked with overseeing the fair and proper execution of the A & B Policies. The GM presents the Board with compliance data for each policy, in the form of monitoring reports, at predetermined times throughout the year. Policy monitoring is how the Board ensures that the operational decisions made at the Co-op are in alignment with our Ends Policies, and that the Co-op is being run in an ethical and legal manner. 

While the GM is accountable to the Board, the Board is accountable to the Shareholders. In addition to monitoring GM performance, the Board also monitors its own performance. The Board ensures that it is abiding by the delegation of responsibility and effective monitoring of performance, as outlined in the C Policies – Board-Management Relations. Additionally, the Board ensures that it behaves in a manner and carries out its job in a way that is consistent with our guidelines as defined in the D Policies – Governance Process.

I’m sure you can see why this is a big part of our monthly Board meetings! This system of Policy Governance allows us to empower our GM to pursue the organizational goals defined in our Policies, while the volunteer Board keeps a birds-eye view on the Co-op’s overall health and performance.

You can find our Policies and Bylaws linked to from the Board of Directors page on the Co-op website.

In cooperation,

Michele Meulendyk

BFC Board President