Have you ever encountered a situation where board members directly instructed staff, questioned senior management decisions outside of board meetings, or even took partial control of staff functions? Did you find this helpful and beneficial to the organization, or did it feel disruptive, frustrating, and intrusive? Or perhaps a bit of both?

This is a common challenge we see when working with boards and senior executives. In fact, we’ve received late-night calls from directors concerned about management decisions, seeking advice on what to do when leadership isn’t meeting their expectations. These situations highlight the delicate balance between governance and management—a balance that, when disrupted, can create tension and inefficiencies within an organization.

In a well-governed organization, the roles of the board of directors and management are distinct but complementary. The board provides high-level oversight, sets the strategic direction, and establishes key objectives for the company. However, it is not the board’s role to manage the daily operations or give direct instructions to staff.

Instead, the responsibility for executing the board’s strategic vision falls to the management team, which includes the CEO and senior executives. These leaders are tasked with making operational decisions, overseeing staff, and ensuring that the company’s day-to-day activities align with the strategic goals set by the board.

For example, if the board determines that the company should expand into a new market, it is up to management to develop and execute a plan to achieve this—such as conducting market research, hiring new employees, and adjusting operations accordingly. The board, in turn, monitors progress by receiving impact reports from management, asking strategic questions, and providing guidance when necessary.

By maintaining this clear division of responsibilities, the board can focus on governance and long-term strategy while allowing management to handle execution, ensuring a well-functioning and effective organization.

The Risks of Board Interference in Daily Operations

We've sat in emergency meetings with CEOs on the verge of resigning due to board members overstepping their role. We've read countless emails from senior executives frustrated by board involvement in day-to-day operations. At the same time, we've had conversations with board members who feel management isn’t leading effectively.

This ongoing tension between governance and management is a challenge we see time and time again. When board members cross into operational territory, it can create confusion, frustration, and inefficiency—ultimately undermining the organization's effectiveness. Finding the right balance is essential for a healthy, high-functioning organization.

Determining whether board involvement crosses the line into inappropriate interference isn’t always straightforward.

On one hand, directors have the right—and, in many cases, the responsibility—to stay informed about what’s happening within the organization. With some exceptions related to privacy laws, board members must have access to key information since they are ultimately accountable for the organization’s performance. It’s both natural and necessary for directors to take an interest in operations, engage with staff, and ask questions outside of board meetings. 

On the other hand, board members are not part of the management team, nor have they been hired to execute the organization’s strategy at an operational level. Unlike staff, they typically do not possess the specialized expertise required to implement strategic initiatives effectively. That’s why skilled professionals are employed—to translate strategy into action and manage the complexities of daily operations.

Finding the right balance between oversight and interference is essential. A well-functioning board understands its governance role, supports management without micromanaging, and ensures accountability without disrupting operational efficiency. 

So, how can organizations strike the right balance; ensuring that directors have the knowledge and accountability they need while allowing executive leadership and staff the operational autonomy they require?

In many cases, tensions arise because board members and staff misunderstand the rights and responsibilities of directors. While directors play a crucial governance role, they have no individual authority over staff, including the CEO. Their rights as individuals are limited to receiving board information, attending meetings, and accessing past board papers for up to seven years after leaving the board.  

Any decision-making power comes from the board as a collective entity, not from individual directors acting alone. While the board can set direction, no single director has the authority to instruct staff. 

At the same time, we’ve encountered situations where staff push back against board involvement by labeling certain matters as "operational" and off-limits. This tactic is sometimes used to deflect difficult questions or keep directors from becoming too involved in areas seen as the exclusive domain of executive leadership.

For an organization to function effectively, both governance and management must respect each other’s roles. Clear guidelines, open communication, and a shared understanding of responsibilities can prevent conflicts and create a productive working relationship between the board and executive leadership.

In Closing

Effective governance hinges on clearly defined roles and mutual respect between boards and management. When directors focus on strategic oversight and staff manage daily operations, organizations thrive. Clear boundaries, open communication, and shared commitment transform potential friction into powerful alignment and lasting success.