In a well-run organization, achieving the right balance between a director’s right to know and staff accountability is essential for effective governance and operational efficiency. Directors have a critical role in overseeing the organization’s strategic direction, ensuring financial stability, and holding leadership accountable. However, they must also respect the autonomy of the executive leadership and staff, who are responsible for daily operations and decision-making.

When this balance is disrupted; whether by excessive board intervention in management decisions or by a lack of transparency from leadership; it can lead to conflicts, inefficiencies, and frustration on both sides. Understanding these roles and their boundaries is key to fostering a productive and well-functioning organization.

Here are some tested strategies to strike a balance between a director's right to know and staff's right to be held to account for performance.

1 Establish a Board Charter that clearly defines the boundaries between the board and management.

A Board Charter is a key governance document that defines an organization’s structure, outlining the roles, responsibilities, and relationships between the board, CEO, and staff. A well-designed charter prevents misunderstandings, ensures accountability, and promotes an effective working relationship between governance and management.

To be effective, the charter should clarify the board’s purpose, strategic oversight role, and expectations for individual directors. It should specify board membership criteria, term lengths, and the renewal process while also establishing a clear distinction between governance responsibilities and the CEO’s operational authority. Additionally, it should define board culture, ethical standards, decision-making processes, and reporting requirements to ensure transparency in financials, performance metrics, and strategic updates.

For alignment and accountability, all board members and senior staff should have access to the charter. Regular reviews and updates will keep it relevant, ensuring a clear and sustainable governance framework.

2. Develop a Board Standards of Conduct document that sets out the standards and responsibilities for directors.

A Standards of Conduct document is essential for defining the personal and professional expectations of board members. It outlines the ethical and behavioral standards directors are expected to uphold, serving as a foundation for accountability and governance integrity.

A clearly defined set of standards provides a reference point for addressing concerns about a director’s behavior, ensuring discussions are based on established principles rather than personal opinions. This promotes consistency, professionalism, and a strong governance culture.

3 Ensure the strategic plan serves as the foundation for all board decisions, guiding directors in their decision-making and conduct both during and between meetings. This alignment ensures consistency, focus, and progress toward the organization’s long-term goals.

This alignment should also extend to staff, reinforcing a unified approach where any interaction between directors and employees is grounded in the strategic plan. By maintaining this focus, organizations create a structured decision-making process that promotes clarity, consistency, and strategic progress. (Of course, this assumes a strategic plan is in place—if not, establishing one should be a priority.)

4 Hold Board evaluations where directors assess themselves, the board as a whole, and their fellow members.

This process helps identify directors who may not be aligned with governance expectations while also offering a platform for constructive peer feedback, fostering accountability and a more cohesive board.

5 Using In-Camera Sessions to Address Governance Issues

In-camera sessions—where the board meets privately without staff—provide a valuable opportunity to discuss sensitive governance matters in a confidential setting. These sessions allow directors to address concerns openly, including issues related to board dynamics and individual roles. The chair should use this time to highlight any concerns and reinforce the responsibilities of directors, ensuring alignment with governance expectations and maintaining a well-functioning board.

6 Managing Board-Staff Interactions Effectively

All staff should be instructed to inform the CEO or a senior executive if a board director approaches them with a request. In such cases, the staff member should politely inform the director that they will forward the request to the CEO, ensuring that all communications follow the proper chain of command. This approach helps maintain clear governance boundaries and reinforces the board’s strategic oversight role while allowing management to handle day-to-day operations. 

In Closing

A strong relationship between the Board and staff is built on a clear understanding of each other’s roles and strengths. It’s up to the Board to establish the right mechanisms that foster mutual support and collaboration. When this partnership works well, it not only enhances the Board’s strategic oversight but also offers valuable insight and guidance to the staff.