Good board governance must both achieve the fundamental purpose of
governance and do it using principles of good delegation while doing it as a group. Not easy.
Wikipedia defines governance as (with little editing) the (authoritative) oversight means of assuring, (commonly on behalf of others),
that an organization produces a worthwhile pattern of good results while
avoiding an undesirable pattern of bad circumstances. ...Not bad.
Good delegation includes such characteristics as 1.) providing
sufficient freedom (assuming the knowledge, competence, & equipping) of the
delegatee to accomplish the expected result, 2.) clarity of the delegated
expectations, 3.) the genuine transfer of accountability (accountable for the
delegated results/ends), the above resulting in empowerment and ownership of
what is delegated, with 1.) coherence
of the delegation process, the expectations, and accompanying authority
(non-contradiction of authority, accountability, and instructions), 2.) clarity
of the line between delegator and delegatee - the role boundaries of each, and 3.) the
ability to achieve assurance of performance (results).
Thus, board
governance is the nexus of these — meeting the purpose of governance (direction
and protection, as Jim Brown would say, with assurance) and conforming to good
delegation at the same time.
Therefore, board governance is the assignment, with one
voice, on behalf of a vested constituency, coherent expectations of good for
intended recipients (results or ends), while stipulating the avoidance of
undesired actions or consequences, and checking, and, using delegation
principles of genuine empowerment with genuine transfer of accountability,
clarity of expectations and roles, and an assurance mechanism.
Bad board governance violates one or more of these
principles.
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