Twelve Principles of Governance That Power Exceptional Boards

The Source, By BoardSource
Exceptional boards add significant value to their organizations, making a discernible difference
in their advance on mission. Good governance requires the board to balance its role as an
oversight body with its role as a force supporting the organization. The difference between
responsible and exceptional boards lies in thoughtfulness and intentionality, action and
engagement, knowledge and communication. The following twelve principles offer chief
executives a description of an empowered board that is a strategic asset to be leveraged. They
provide board members with a vision of what is possible and a way to add lasting value to the
organization they lead.

Exceptional boards govern in constructive partnership with the chief executive, recognizing that
the effectiveness of the board and chief executive are interdependent. They build this partnership
through trust, candor, respect, and honest communication.
Exceptional boards shape and uphold the mission, articulate a compelling vision, and ensure the
congruence between decisions and core values. They treat questions of mission, vision, and core
values not as exercises to be done once, but as statements of crucial importance to be drilled
down and folded into deliberations.
Exceptional boards allocate time to what matters most and continuously engage in strategic
thinking to hone the organization’s direction. They not only align agendas and goals with
strategic priorities, but also use them for assessing the chief executive, driving meeting agendas,
and shaping board recruitment.
Exceptional boards institutionalize a culture of inquiry, mutual respect, and constructive debate
that leads to sound and shared decision making. They seek more information, question
assumptions, and challenge conclusions so that they may advocate for solutions based on
Exceptional boards are independent-minded. They apply rigorous conflict-of-interest procedures,
and their board members put the interests of the organization above all else when making
decisions. They do not allow their votes to be unduly influenced by loyalty to the chief executive
or by seniority, position, or reputation of fellow board members, staff, or donors.
Excerpted from The Source: Twelve Principles of Governance That Power Exceptional Boards. Washington, DC:
BoardSource 2005. For more information or to order a copy of the complete book, please visit or call 800-883-6262.
Exceptional boards promote an ethos of transparency by ensuring that donors, stakeholders, and
interested members of the public have access to appropriate and accurate information regarding
finances, operations, and results. They also extend transparency internally, ensuring that every
board member has equal access to relevant materials when making decisions.
Exceptional boards promote strong ethical values and disciplined compliance by establishing
appropriate mechanisms for active oversight. They use these mechanisms, such as independent
audits, to ensure accountability and sufficient controls; to deepen their understanding of the
organization; and to reduce the risk of waste, fraud, and abuse.
Exceptional boards link bold visions and ambitious plans to financial support, expertise, and
networks of influence. Linking budgeting to strategic planning, they approve activities that can
be realistically financed with existing or attainable resources, while ensuring that the
organization has the infrastructure and internal capacity it needs.
Exceptional boards are results-oriented. They measure the organization’s progress towards
mission and evaluate the performance of major programs and services. They gauge efficiency,
effectiveness, and impact, while simultaneously assessing the quality of service delivery,
integrating benchmarks against peers, and calculating return on investment.
Exceptional boards purposefully structure themselves to fulfill essential governance duties and to
support organizational priorities. Making governance intentional, not incident al, exceptional
boards invest in structures and practices that can be thoughtfully adapted to changing
Exceptional boards embrace the qualities of a continuous learning organization, evaluating their
own performance and assessing the value they add to the organization. They embed learning
opportunities into routine governance work and in activities outside of the boardroom.
Exceptional boards energize themselves through planned turnover, thoughtful recruitment, and
inclusiveness. They see the correlation between mission, strategy, and board composition, and
they understand the importance of fresh perspectives and the risks of closed groups. They
revitalize themselves through diversity of experience and through continuous recruitment.