BOOKSHELF : Reinventing Your Board – A Step by Step Guide to Implementing Policy Governance

(Revised Edition)
By: John Carver and Miriam Carver
Publisher: Jossey Bass
Price: $62.95
Reviewer: Sandy Maier

If you like your corporate governance served up prescriptively, then welcome, pilgrim, your search is ended. John Carver is billed as “the most published” and “most provocative authority on governing boards” in the world. The current book, first issued in 1997, is meant to accompany and expand on his major work, Boards That Make Difference.
Both books deal with the Policy Governance Model, said to be revolutionary, results-oriented approach to board governance (and, we are quickly and firmly told, term always to be capitalised for “legal and ethical reasons”). The Model itself is “complete, integrated conceptual paradigm” that is trademarked and available for guided implementation only through consultants graduated from the Carver-run Policy Governance Academy.
The essential elements of the model appear to be: detailed definition of the “ends” of the business; careful delineation of the “means” of the corporation; and strict models of the roles of the board and the CEO. Much time and effort is spent arguing the specific and detailed limitations on the respective powers of all concerned.
Interestingly enough, spirited case is made for boards beginning implementation of the Model by defining the limits to be placed on the “means” of boards and the CEO before attempting to elaborate the “ends” of the business. If “means” before “ends” strikes you as curious, you may well want your brain teased at greater length over the course of several densely packed chapters.
It’s more than fair to say that the Carvers are on mission, and that the mission is their Model. To call their thinking about the system “rigid” would be an understatement. There is theological feel to the whole approach, and the Carvers clearly want to both preach to the faithful and add more converts.
There is little in the book that compares and contrasts the ideas of other gurus. The text is just about devoid of any data that shows that the system really creates value. This might well be an area covered in other Carver books and articles, but you won’t find any need to prove or defensiveness in these pages. It’s follow-up manual on how to move to the Model, not really place to look for why board might want to make such move in the first place.
There are several positive things in all this. The book is absolutely predicated on the belief that governance matters and that it can be learned. No mysterious black arts according to John and Miriam Carver: much of board practice is science and method. Regardless of our opinion of the points he goes on to make on these scores we can admire the fundamental approach as optimistic, upbeat, and aspirational. There is no dwelling on Enron, no hand-wringing over Parmalat; the focus is on what to do next to move onward and upward… with the Model.
There are appendices with detailed samples of policies, codes and examples, ranging from the rather basic advice that CEOs must always be made to sign papers submitted to the board, to much more complicated statements of authority and accountability of staff.
The book can be used in two ways. It can be read – as passionate exposition of one view of an encompassing theory of corporate governance; and, as such, John and Miriam Carver command respectful thought. It can be consulted – as list of dozens of “what to do and how to do it” practices; and diligent director or manager can probably extract value regardless of any view pro or con of the overarching Model.

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