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Most boards believe they have a great team. They think that there is a great relationship with the CEO/Executive Director and there is no need to examine their practice. The reality many times that not all board members feel the same and the chief employee is unable to find the right time or place to state his real views about board operations. This article addresses 5 of 11 of the signs and outlines actions the board can talk to govern only.

Perception of the CEO’s/Executive Director’s main role

One aspect of the CEO’s/Executive Director’s role is to support the board to fulfill its accepted responsibilities; however, he does have duties which require that he effectively manages the organization. If the CEO/Executive Director is focusing on management and he is responsible for drafting the agenda, it would be natural for management items to appear on it.

It is the board’s role to design its agenda, ensure governance items are its focus and refrain from absolving the CEO/Executive Director of his responsibilities.


It is possible to leave too much to the CEO/Executive Director. It is just as possible to act out of fear and micromanage. There are methods a board can use to hold the CEO/Executive Director accountable for the management of the organization. If these methods are not adopted by the board it is not the CEO’s/Executive Director’s fault. One can always find the “what if” scenario. However, the reality is that the majority of CEOs/Executive Directors are honest, hardworking and competent. They are open to advice and willing to engage in professional development or mentoring to overcome their weaknesses. It is essential for the board to analyze risks prior to making decisions but this does not absolve it from deciding what it should rule on and what the CEO can manage without its interference.

Board Roles: Important Information Known Only To The Best

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The line between governance and management

It is not impossible to find the line between governance and management but it does take time and effort. When a board asks the question, “What about this issue is not management?” it will find its answer. It will also tell the CEO/Executive Director where his responsibilities begin and end. The board’s role is to hold CEO/Executive Director accountable for the fulfillment of his role and know its course of action if he does not fulfill his responsibilities. If a board is taking valuable time discussing items outside its sphere of control, it is wise to spend that time determining what it needs to govern and what it is willing to assign to the CEO/Executive Director.

Acting as the CEO/Executive Director

It is worrisome when board members feel confident enough to say they can fill in for the CEO/Executive Director if there was a vacancy and would not need an orientation. If the board members know every detail about the operation of the organization, the questions are:

  • Is the board governing or managing? When does it govern?
  • Do staff members have respect for the CEO/Executive Director or do they function knowing that he really has no power?
  • Who prepares the board’s agenda?
  • Does the board know the difference between governance and management?
  • If the board is managing, what’s happening to the governance duties? Are they being fulfilled?
  • Why hire a CEO/Executive Director if the board is able to carry out the duties?
  • Is there a need to hire a capable CEO/Executive Director if the board is making decisions about day-to-day operations?


It cannot be assumed that the CEO/Executive Director is always going to agree with the board or the opinions of individual members. Therefore, it is vital for the board to have an approved method to resolve disagreements and conflict. It becomes difficult for the CEO/Executive Director when board members take his opinion as an affront. To govern risks and ensure the best decisions are made, it is vital that all opinions are heard and reach settlements which move the organization in the desired direction.

Board Roles: Important Information Known Only To The Best

Download it for FREE by completing the form below!