There are many reasons why a board may be inclined towards management:

  • During the startup phase, trustees may have to perform hands-on tasks before staff members are hired.
  • Managerial decisions and tasks may have more immediate and tangible rewards. Matters of long-term strategy and policy often require extended discussions, in-depth analysis, and considerable knowledge.
  • Boards concentrate on management issues more by default than by design, often as a direct result of the CEO’s failure to focus trustees’ attention on the strategic, or appropriately frame the board’s role in discussions and decision-making.
  • When the board’s confidence in the leadership wanes, trustees may inadvertently or intentionally start stepping in to fill the perceived void.

Ultimately, the actions of the CEO, in partnership with the board chair, should influence the board’s focus. The CEO selects the issues, frames the questions, and presents information that shapes the discussion and determines whether the dialogue will focus on governance or management.