Members of the Advisory Team have been discussing the idea of a new management board to oversee the delivery of ELM on Dartmoor. One of the questions would be how that board should be structured, how its governance should work and we've been exploring the idea of Policy Governance as an approach which clearly distinguished the role of the board in setting objectives and the role of those on the ground to deliver them.
Andy Goldring, Chief Executive of The Permaculture Association gave a presentation on how they use they came to implement a Policy Governance approach and how he feels it works for them.
What follows are the discussion notes following Andy's presentation - Q is for Questions from the Advisory Team and A is for Answer/Andy.
Project Officer note from presentation - The Permaculture Association has a diverse membership from which their board members join, so inclusive/accessible, not "qualified" board representatives.
Q: Is this governance structure strong enough to cope with very strong difference of opinion?
A: This is a very strong form of governance, it’s very clear and sets out clear expectations. One of the reasons we chose this is because of its real potential for clarity – what is expected, by whom and how will it be monitored. The challenge of who is on the board is more interesting and will take some thinking about. I would enter this in a spirit of learning, especially in the first phase, three to four years, see what works. The documentation will take some work to get right. Inevitably it will need to adapt and evolve in light of new legislation and feedback from stakeholders, it needs to be iterative. If the majority of the money is coming from ELMs the conduit for that will need to have some engagement with that board. There’s the board but there’s also the emphasis on stakeholder engagement. It’s not my place to say how it should work, maybe this is one of the things you could work out between groups, sharing ideas helpfully about who could be on the board. It’s often easier to hear what other people have to say outside your own group. It’s certainly a strong enough method.
Q: What’s an optimum number for a board?
A: Good question, we typically have 8/9 but we’re going up to 13/14. Smaller numbers are good for meetings but it’s rubbish for effective sub-committees. It might make regular meetings a bit slower but it will mean we have more effective sub-committees of which we have three. The Board policy manual stands alongside the memorandum and articles of association. So that also contains details about the board. We have a nominations sub-committee for people coming on to the board, a finance sub-committee and a project approval sub-committee. That might be a good one for you to have because in the preparation of Tier 2/3 proposals it might be good to have a group which looks at them before they’re submitted, experience of the board in helping new proposals come forward, shaping things together. I suspect whatever your committees are it’s likely you’d have sub-committees so you need to have enough people on your main board to do that well, probably 12-15, which is the upper limit. Maybe 12 would be good. We used to meet quarterly, we’ve shifted that due to long travel distances, so we’ve now shifted that to being monthly online with two face to face meetings online. I think how often you meet and how many people, those considerations are going to be much more particular to your needs as a group. You really need some builders for this first phase, willing to set up the systems, feel confident to throw things out and try something different because it takes a little while to get the hang of it. Then it will settle in. I think that how many people is a really interesting question. A smaller group is undoubtedly more effective, quicker, but it’s more pressure on each person.
Q: You’ve got sub-committees which make recommendations about who is on the board, is the decision made by the board as a whole?
A: Some matters are at the discretion of the sub-committee. All decisions are reported back but like the Finance sub-committee is there to do the regular work. We have a monthly Finance meeting and the three of us get together and check everything is in place for the month, the treasurer can choose to join us at any one of those meetings if they want to, at any point the board can check anything. We tend to have three main meetings to set the budgets, prepare the annual accounts etc. The budget will come back to the main board to be signed off. This is where the executive limitations comes in, so levels of delegated financial authority, for less than £5k I need quotes, £5-£20k I need board approval.
Executive limitations document clarifies any delegations which have been made. Basically if I want to make a change to the annual budget below £5k I need to check with the Finance sub-committee, beyond that requires whole board approval.
It’s very clearly delegated and reporting back is clearly delegated so no one board member can tell me what me what to do
Q: So if a decision needs to be made quickly how reactive can the board be?
A: Obviously it becomes a topic on the agenda. The Executive Limitation might be that the organisation has to have an annual event in person, if I’m then in breach because something has come up we can make an exception or a change. The benefit of this approach is that it liberates the board from micromanagement and encourages them to be forward thinking. They’re able to do that because they’re not micromanaging every project. That’s not to say there’s not scrutiny, it’s just done in a way so we can spend most of our time looking at the future, many boards tend to spend time in the past.
Q: You said it took you some time to change, did you have guidance or was it just drive from within the organisation that enabled you to change?
A: It was drive from within. There was no one doing it when we took it on board. There was a link from a website in America. We had a messy falling out and we were motivated to ensure that never happens again. Obviously you’re not starting from scratch but you can start from a clean slate with a new board. I wouldn’t underestimate the amount of time it takes to pull together. I would be willing to share our documentation and there will be other people doing similar processes. I would almost approach it as starting from scratch, which is quite liberating.
Q: Its been an interesting presentation, you have a very defined structure as an organisation, enabling you to be strategic, democratic and working smart which is important for any organisation. You have a board working with an executive, what happens when the executive get a bad decision of an executive faces disciplinary proceedings?
A: I’m pleased to say I don’t know because we’ve never had to do it. The board policy manual doesn’t take away the messy reality of us being human beings, it’s really important to build a team. One of the things that stood us in good stead is that we get to know each other but we have a real rigour when it comes to trying to apply the policy. It is difficult when there are tensions. We haven’t had a situation when the executive has gone off the rails but what this does pick up is executive monitoring and executive performance – you get direct report from the executive about how the organisation is going. Secondly, any of the board members can come and have a look, come to the office and ask anyone they like any questions, look at any documents. Thirdly, external performance review, you might say its been a few years since we had someone to come in and have look. We’ve done that a couple of times, I welcome it because it keeps us on our toes and means the board can calibrate my reports against what the external review says which builds trust. If there was a sense that it wasn’t working because its built into the policy manual you can have an external performance review. So you build organisational audit into the process. It’s all about trying to stop things becoming a problem in the first place. The other things is to have a good resolution mechanism in place and we have a trained arbitrator on call who we’ve used three or four times. It’s worth having these things in place to stop things becoming a problem, anticipating the challenges.
Q: How much time does the Executive spend writing reports?
A: In the board/executive relations all they want is the information which tells them whether we’re meeting our aims and sticking within the limits, nothing else counts. They’re not interested in anything else. I can’t just go in front of them and waffle, its very clear what I’m supposed to deliver. The main point I’d make is the clearer you are about the aims you have then the clearer you can be about the information that’s required to indicate if you’re meeting those aims.
Q: Arbitration, this is key, arbitration as opposed to mediation, you have an arbitrator on call but you say it deters conflict? Does the board run on a majority decision?
A: We very, very rarely have to make a vote, we tend to work on consensus decision, broadly speaking all we do has whole board consent and I can’t think of many times when we’ve had to have a vote. Partly that’s about taking time for different views to be brought in. If someone has an objection it’s a design challenge to develop the proposal to take their objection into account so they’re happy. It’s a culture shift and the ethos of the group, I think there is a potential now, it’s not easy, we’re in such deep crisis in terms of biodiversity, climate change, Brexit, COVID, recession, if we can’t start pulling ourselves together now for that greater good we’re never going to do it. There’s an opportunity as a new board to say there’s all sorts of old stuff but in this place, in this board, lets create a culture which is about working together, finding solutions for those big problems, try to bring people in on a new ethos. Maybe then that can be a bit infectious and support some of the tensions to be worked out between Commons Associations. You’ll never get everyone on board but there’s an opportunity with ELMs to have a really positive, solutions orientated approach.
Q: A lot of things you’ve been talking about I’ve been through on another board, just a number of things, when you said about the finance sub-committee is it made up of your executive or staff or is it board members that act on them? Do you have fixed terms for length of time on board? Do you have a Chairman of the board?
A: The finance sub-committee is a mixture of staff and board members led by an honorary treasurer. It brings staff and board together. Length of term on the board is set by our memorandum and articles of association. If you’re starting a new board the challenge is what is the organisation and what are its rules on a legal/statutory footing, whatever form it takes will determine those kind of matters. In ours 1/3 of Directors retire each year but can stand for re-election. If it was to run in a standard way you might say a 3 year term but some people leave earlier, some people do 7/8 years, it tends to work out. We do have a Chairperson, I do have a good relationship with them, we tend to meet the week before the board meeting, Chair, Secretary and myself, we go through and plan the meeting agenda and check-in and have a discussion. So yes, good relationship with Chair but on the whole they’re more of a facilitator role rather than an old fashioned Chair.
Q: How can you get on your board?
A: It’s not prescriptive, people need to be nominated by another member, in reality people who say they want to stand get nominated and we invite people to come to a meeting before any elections so they can see what we do, we can see how they do, we can check people are functioning and coming on for good reasons. Then the board makes a recommendation to members about who to vote for, someone could stand and we may not recommend them. It doesn’t usually come to that. As much as possible we try and address things in advance.
Q: I just wanted to say thanks and just to really recommend Permaculure and the Permaculture Design to be integrated into agriculture. I would really love to see more and more interaction there.
A: From what I’ve seen already you’ve got a lot of very bright people and if there is something I can do to help I will.