Forum for Multi-level Organizations –
Who’s In Charge?
Saturday June 22nd, 2013, 10:15 to 11:45
Karen Fryday-Field
Harvey Thomson
Paul Shay
As of June 19
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Profile the challenges related to multi-level
organizations
Explore innovative applications of policy
governance to address challenges within
multi-level organizations re:
▫ Delegation,
▫ Policy interpretation
▫ Monitoring
“In any event, the board never delegates the same
authority or responsibility to more than one point.”
Policy Governance® Source Document
And yet boards of many multi-level organizations
delegate to more than one person or body:
 because the board delegates to subsidiary
organizations, in addition to its own CEO
 because outside authorities require it
 because the organization’s culture or politics require
it.
2 Types of Families of Boards*
Federation
Member
Holding Company
Member
Member
Member
Federation
Holding Company
Parent
Subsidiary
L* John Carver, Board Leadership # 25 May-June 1996oard 25
4
Delegation Options in a Holding Company*
Parent Board
Parent Liaison
Member
Subsidiary Board
Subsidiary CEO
Parent Chair
Parent CEO
Parent Board
Committee
“In most cases, using
Subsidiary Board
the CEO… offers the
most accountability”*
John Carver Subsidiary CEO
* John Carver, Board Leadership # 27 Sept.-Oct. 1996
5
Delegation Pathways in an Organization with
Branches
Board
Board
CEO
CEO
Branch
CEO
Branch
CEO
Board
CEO
(Branch
Advisory
Board)
Branch
Board
Branch
CEO
6
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Does your organization have multiple levels?
What are the challenges of such
organizations?
Image courtesy of Stuart Miles, published on 17 August 2012
Stock Image - image ID: 10097472 at FreeDigitalPhotos.net
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KFOC is people working together for a
common cause
Volunteers, individuals affected by kidney
disease, care givers, donors, and staff
From all walks of life,
all across Canada

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It has helped millions of Canadians affected
by kidney disease through the provision of
 Hope
 Support
 Empowerment and
 Engagement
It has invested more than $110 million dollars
in kidney research

1 incorporation
 1 National Board of Directors
 1 National Executive Director

8 Branches across Canada
 each with a Branch Board
 each with a Branch Executive
Director
1st row, left to right: Mike Sheppard, Dr. Manjula Gowrishankar, Faye Clark, Tetiana Gerych, Dr. Julian Midgley, Kathryn
Richardson, Harvey Thomson, Terry Young, Marsha Wood 2nd row, left to right: Paul Kidston, Ron Walker, Chris Gobeil,
Andrew MacRithchie, Guy Langlois, Kurtis Krug, Dr. James Zacharias, David Stack Missing: Jason Kroft, Ken Mylrea
British Columbia Branch: Karen Philp
Northern Alberta & Territories Branch:
Flavia Robles
Southern Alberta Branch: Joyce Van
Deurzen
Saskatchewan Branch: Joyce Van
Deurzen
Manitoba Branch: Valerie Dunphy
Ontario Branch: Jim O'Brien
Quebec Branch: Martin Munger
Atlantic Branch: Tracy Durkee Jones
Paul Shay
National Executive Director

Strategic plan called for a
governance review
Image courtesy of Stuart Miles, published on 06 March 2013
Stock Image - image ID: 100144438
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Tried to govern and manage by consensus
Authority and accountability was very diffuse
and hence ineffective
Lack of clarity on who could decide what,
who could take what risks, etc.
The national board and executive committee
were tied up “managing” and “operating”
KFOC, which was slow
Variety of opinions regarding priorities
One legal organization with a confusion of
practices and understandings that resemble
in some ways
 a federation
 a holding company,
 a single albeit multi-level organization

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The sum of the individual parts of KFOC were
NOT leveraging KFOC as a whole to be more
than the sum of the parts
Risk was higher than it should be
Forward progress was not optimal
Gualberto107, published on 21 May 2013
Stock Photo - image ID: 100169245
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In-depth governance review
Resulted in series of key statements
expressing values of National Board
Reviewed delegation, but decided to continue
delegating to both Branch Boards and
National Executive Director
Decided to use Policy Governance ®
Retained Karen Fryday-Field of Meridian Edge
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Principles, structure and policy templates
offered a way to implement desired reform
Clear differentiation of governance and
operations
Focus on ends
Link between National Board and “owners”
Accountability for results
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Delegation
Interpretation
Monitoring
Simon Howden, published on 12 August 2009
Stock Photo - image ID: 1007712

Find a way to deal with delegation,
interpretation and monitoring in a multi-level
organization like KFOC
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Standard Board–Operations Relationship
policies delegate to both :
 National Executive Director and
 Branch Boards
Create several unique Limitations policies to
provide necessary parameters on delegation,
interpretation and monitoring
Lots of consultation & communication
BOARD-OPERATIONS
RELATIONSHIP POLICIES
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UNIQUE LIMITATIONS
POLICIES
Delegation to KFOC
Operations Policy
(handout)

Policy for NBOD
Monitoring of the NED and
Branch Boards
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Delegation Parameters
Policy
Policy for interpreting
NBOD Policies and for
Developing KFOC-wide
Operational Policies
(handout)
Monitoring Parameters
Policy
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Defines parameters on National Executive
Director and Branch Board roles
Requires National Executive Director and
Branch Boards to clarify respective roles
within these parameters
Requires them to respect each others roles
Requires each Branch Board, as a volunteer
body that meets only occasionally, to hire a
Branch Executive Director to whom it
delegates strongly
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Requires National Executive Director and Branch
Boards to develop consistent and sufficient
interpretation of board policies
Requires them to ensure timely and effective
decision making
 Including requiring Branch Boards to delegate
strongly to their respective Executive Directors
role in interpretation and developing KFOC-wide
operational policies
Requires them to respect interpretations and
KFOC-wide operational policies
“…2. Support
To achieve optimal health status, all people affected by
kidney disease have access to health care and to
wellness, socio-emotional, and financial support
including:
 2.1. Equitable access to appropriate cost-effective
treatment, as close to home as possible, regardless of
background and personal circumstances.
 2.2 Timely access to successful long-term organ
transplantation, if desired and appropriate.
 2.3. Comfort for those who withdraw from or do not
wish dialysis treatment. …”
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Requires National Executive Director to create
monitoring system that synthesizes data from
Branches
Requires Branches to provide the National
Executive Director with monitoring data
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Do you think KFOC will be successful with this
approach to implementing Policy Governance®
in a multi-level organization?
Share suggestions for implementing Policy
Governance® in multi
-level organizations.