How Boards Annoy Management

Written by on August 24, 2014 in Board Effectiveness with 1 Comment

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How Boards Annoy Management

The “green line” between board and executive management is one of the most contested borders in the world. It is often crossed unwittingly, and frequently re-negotiated. There has to be a boundary between what the board spends its own time on, and what it delegates to management to deal with.

At bottom, the only thing that keeps the green line intact is respect. Directors can deplete that store of respect to crisis level, by failing to do their own work as diligently as they ask management to do theirs.

When boards are unclear about their own role, the first sign is often a breakdown in the relationship with management.  And management may well know this before the board does.

Here are some specific annoyances I’ve come across — directors who:

  • Show up without preparation, having skimmed (or maybe not even read) the board papers, expecting everything to be explained to them at the meeting
  • Get into operational detail, or try to teach management how to suck eggs
  • Fail to voice their divergent views, or do so afterwards in private, rather than speak up when the topic is on the table
  • Get lost among the weeds, failing to keep hold of the 40-paces overview perspective we need at board level
  • Try to duplicate or second-guess management work, rather than accepting that management is competent to do its job
  • Take an adversarial attitude to management
  • Ask questions they could easily answer for themselves – “by looking at the web site”, as one executive told me
  • Fail to reach and communicate clear decisions, causing doubt or delay
  • Fire off “good ideas” without a thought for agreed strategic direction, or for the time and resources needed to implement.

Most of these problems can be addressed by good governance: a board charter, written strategy frequently reviewed, good meeting procedure, and so on. All should be addressed by a good chairman functioning as leader of the board’s work.

But all, in addition, come down to self-awareness and self-monitoring: critical director skills.

The flipside to how boards annoy management is: What Makes a Good Director?



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  1. What Makes a Good Director? (Hint: Balance) : Upland Consulting | May 17, 2015

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