Purpose - The purpose of this paper is to lay a theoretical basis for discussion of the ways by which organized foresight can be employed in the service of pro-poor objectives. This is in line with the fundamental mandate of the Rockefeller Foundation, dating from its establishment. Design/methodology/approach - The objective was to capture concepts that the author has been developing and teaching under the heading of "Forward engagement''. Forward engagement is a particular approach to anticipatory governance, drawing upon complexity theory for assessment of issues requiring government policy; network theory for proposed reforms to legacy systems of governance to enable them to manage complexity under conditions of accelerating change; and cybernetic theory to propose feedback systems to allow ongoing measurement of the performance of policies against expectations. For more detail, visit www.forwardengagement.org. Findings - The paper sketches out some core elements of a system for anticipatory governance. Originality/value - In addition to the primary findings of forward engagement (see web site), this paper argues that foresight and anticipatory concepts can play a vital role, not only for governance in the United States, but for governance in developing countries: perhaps even more so, because such countries have narrower margins for response to significant changes of circumstance.