The BPM represents the voice of the board to the CEO, the staff and other stakeholders. We see that the BPM speaks directly to each of these essential contributions from the board.
Assign a Coordinator
While there are several ways to complete this part of the journey, here we describe the steps in the process that we used most often. Although the time frame for completing the steps for these organizations ranged from a few weeks to more than a year, the differences largely resulted from differences in the timing between board meetings and from differences in the complexity of the organizations. In addition to describing what is involved in each step, we also give you an estimate of the time you should reserve for each step.
The coordinator essentially facilitates the involvement of the board members and keeps the process moving. While we are not opposed to this approach, be careful to ensure that the BPM is written in straightforward language and not in 'legalese'. Although we clearly recommend a legal review of the draft BPM (step 6), we do not want it to be perceived as a document that requires a lawyer to draft or heavily edit. This can be a cost-effective approach if the consultant is familiar with BPM and is prepared to function in a coordinating role.
Here too, a warning: for the same reason that you do not want the BPM to be regarded as the 'document of the general council'.
Start with a Template
Some boards ask their general counsel or an in-house or outside attorney to be the coordinator. Skilled consultants will understand the need for ownership across the board and be able to facilitate the process – especially if they value the board's commitment to the roadmap. Before proceeding to step 2, the coordinator should be prepared to spend several hours familiarizing himself with the BPM development process, the template we are recommending in Step 2, and the documents he will draw from to complete the BPM.
It is likely that the board of directors will choose the format when they decide to support the BPM concept and commit to following the plan. For the rest of this chapter and the book, we assume that BPM will be in a format similar to the template in Appendix A.
Fill In the Template with Known Data
A consultant who is familiar with the BPM model and development process can typically complete this step in six to eight hours.
Distribute the Draft BPM to a Review Team
To estimate, and assuming you haven't hired a consultant, allow between ten and twelve hours for step 3. Finally, there is no rule that only the members of the review team should be listened to during this step. , and some other board members can provide useful feedback during the initial draft phase. The time required by the coordinator for this step is combined with the time required for step 5 due to the give and take of collaboration with the assessment team.
Our estimated level of effort for Steps 4 and 5 is included at the end of the discussion of Step 5.
Update and Refine the BPM Based on Review Team Feedback
Ultimately, however, how deeply the board delves into its policy-making prerogatives is a decision that is central to its governance role. This step and step 7, where the full board is involved to confirm the language in the BPM, are calisthenics for board members in that they are exercising their ability to make policy at the right level – a level we have heard be described as being somewhere between monitoring and intervention. The time required to complete this step and Step 4 varies greatly with the size, age and complexity of the organization; competencies of the coordinator; and the cooperation of evaluators.
Although the calendar time for this step can take weeks or even months due to scheduling conflicts, the actual number of hours a coordinator invests in these two steps is usually only five hours and rarely exceeds fifteen hours.
Conduct a Legal Review of the Revised BPM
Normally, the calendar time for legal review is a week or two, but the actual time required by the coordinator is only three hours or less. Because we are not lawyers, we hesitate to give an estimate of the amount of time required for the legal review, but we believe that a lawyer who is properly briefed on BPM can complete it in a matter of hours.
Present the BPM Draft to the Full Board
Begin Operating with the Approved BPM
It consists of committees that translate their recommendations into the language that will enter the BPM. In short, BPM will start doing its job by helping board members and CEOs do their jobs. We'll give you the rationale for both content and policy deployment, but we've seen other BPM variations work well for organizations that have designed them.
Some organizations we have worked with view Part 1 as a cover page that accompanies the BPM for the first reader. We disagree with that approach, even though we recognize that Part 1 requires few changes from its original draft and is primarily concerned with the rationale behind the BPM and how it will be enforced. We believe that bringing the Introduction and Management section to the fore in the BPM not only educates the novice reader, but also serves as a friendly reminder to veterans of the BPM of its purpose and the process by which it is maintained.
Note: This version of the BPM was approved by the Board on January 21, 2007 and reflects several changes from the previous version, which should be discarded.
Introduction and Administration
This section reiterates a fundamental principle of BPM: that it is the sole voice of the board. The CEO helps the board formulate new BPM language by circulating proposed changes in advance. The type of data the board wants, and when, is usually included in the BPM.
The CEO therefore understands that she is allowed to work within the boundaries set out in the BPM. The separate documents referred to by the BPM will be kept in a three-ring binder called the Board's Reference Book. The reference to the Board's Reference Book in this BPM section simply states that the Board wishes these documents to be kept separate from the BPM.
However, we regard part 2 of the BPM as a kind of compass setting for the organization and the board.
However, the board's guidance to the CEO and staff is part of the board's ultimate accountability to the stakeholders. The surest way to avoid a misunderstanding of the board's task is to write a job description in BPM. Because it is a separate document (and board policy), the board profile can be embedded directly in section 3.3 of the BPM.
The chairman's task is primarily to maintain the integrity of the board's processes. Special board meetings may be called according to the bylaws [if this process is not in the bylaws, define it here]. From the start, your BPM must be the board's voice – the board's only voice.
Committees carry out the board's work and focus on the policies that are within their area. On the one hand, you want BPM to cover the entire spectrum of the board's standing policies. Two weeks after the task force meeting, the draft BPM was sent by e-mail to the board.
One of those changes in the bylaws was a requirement that the board develop a BPM by the end of the first year. But Rich and I (and soon, John) agreed that (1) no board member would read those hundreds of pages, (2) most of those old policies were written for a specific event or time period, and (3) the policies does not provide any current guidance to the board or the CEO.
Organization Essentials
The CEO or the CEO's designee shall maintain the policy file and provide the board with updated copies whenever the policies change or upon request. The Board will require legal counsel to review this BPM every two years to ensure compliance with the law. Discrete documents referenced in the BPM will be kept in a three-ring notebook called the Board Reference Book.
Board Structure and Processes
When appointing members of the board of directors, the management committee follows the profile of the board of directors, which is updated in the reference book of the board of directors. Prior to election, each candidate will receive this BPM along with relevant information on the role of the board, officers and staff and an overview of programs, plans and finances. Shortly after election, each new board member will receive more extensive orientation materials and training.
The chairperson “administers the committee.” The chairperson is the only committee member authorized to speak on behalf of the committee, except in rare and specifically authorized committee cases. The chairman ensures that the board behaves according to its own rules and rules legally imposed on it from outside the organization. The content of the discussion at the meeting will be those matters which, in accordance with Board policy, are clearly decided by the Board, not by the staff.