One Way to Govern: The Complementary Model of Board Governance

• Published date: 01 September 2015
• Date: 01 September 2015
• Author: Tom Abbott
• DOI: http://doi.org/10.1002/bl.30026

4 BOARD LEADERSHIP

One Way to Govern:

The Complementary Model

of Board Governance

by Tom Abbott

This is the second in an occasional Board Leadership series in which leading

proponents of different models and approaches to governance are invited to answer

a series of standard questions. The rst article in the series, which appeared in Issue

134, was on sociocracy, written by John Buck. This piece about the Complementary

Model of Board Governance comes from Tom Abbott, who is the director of AMC

NPO Solutions and an Associate Certied Coach as designated by the International

Coach Federation.

Principles: What This Model/

Approach Says About:

Why Organizations Exist

THEY EXIST for lobbying (government

relations), protection of the public

(professional and/or regulatory body),

delivery of education courses (e.g.,

offering accreditation) and charitable

work (research, support, and educa-

tion). Groups can achieve more than

individuals.

Why Boards Exist

Boards are the groups to whom the

membership grants powers to act on

its behalf. They may be called board

of directors, board of governors, or

council.

What the Relationship between

Boards and Their Employees

Should Be Based Upon

In the spring of 2001, we deliv-

ered our first training seminar on the

Complementary Model of Board Gov-

ernance. The name for the model came

from an article by Peter F. Drucker in

which he described exactly the type

of relationship we envisioned in the

nonprofit organization (NPO). He

wrote, essentially, that nonprofits waste

uncounted hours debating who is supe-

rior and who is subordinate—the board

or the executive officer. The answer

is that they must be colleagues. Each

has a different part, but together they

share the play. Their tasks are comple-

mentary. The two have to work as one

team of equals.

How Boards, Board Ofcers, and

Their Staff Delegates Can Best

Approach Their Jobs

This model is exactly suited to meet

the needs of NPOs. As you learn more

about the model, it becomes clear that

the fundamental proposition underlying

the model is quite simple:

The board establishes governance

policies and monitors the organiza-

tion’s performance. The chief executive

officer implements the governance

policies, manages the organization’s

resources, and also monitors the orga-

nization’s performance. It’s as simple

as that!

Practices: What Are the Key

Practices Involved in This Model/

Approach?

The Complementary Model of Board

Governance is built upon a defined set

of ten principles:

1. The board is responsible for

both the governance and the

management of the NPO.

2. The senior staff person is

designated the chief executive

ofcer (CEO) of the organization

and is accountable to the board

for the management of the

organization.

3. The senior elected volunteer is the

chair of the board.

4. The board is responsible for

determining all governing policies

of the organization; the CEO is

responsible for determining all

administrative policies of the

organization.

5. The board denes and approves a

code of conduct for the directors

and a separate code of conduct

for the CEO.

6. Three types of committees or

task forces may be used (board

statutory committees, policy task

forces, CEO working committees).

7. Four monitoring mechanisms are

available to the board (the CEO

report, statutory committee/task

force reports, external reports,

nancial reports).

8. The board makes an annual

written appraisal of the CEO.

9. The governance committee

coordinates written appraisals

of all volunteer directors of the

board.

10. Board training is a priority,

budgeted item.

There are also ten operational fea-

tures that together characterize the way

an NPO conducts its business under the

Complementary Model:

1. The board sets governing policies;

the CEO implements them;

both monitor organizational

effectiveness.

2. The CEO establishes

administrative policies.

3. The board approves the strategic

plan.

4. The board approves the annual

nancial budget.

5. An executive committee’s

mandate is limited.

6. With fewer committees, board

meetings become shorter.

7. There are separate manuals for

board members and staff.

8. The chair develops the meeting

agenda.

(continued on page 8)