Is Your Board of Directors Governing or Managing?

By Patricia Soenksen, Associate Consultant

Have you ever worried that your Board of Directors focuses too much on day-to-day details versus big picture vision and strategy?  Has an employee tried to go around you as Executive Director/CEO to address a personnel or operational issue directly with a Board member?  If you have confronted these situations, you are not alone!  In fact, it is very common for non-profit leaders to wrestle with the blurring of governance versus management roles. 

Fortunately in my 17 years reporting to Board of Directors as ED/CEO, I served with Board leaders who generally governed well and did not manage.  The larger your organization, the easier it may for the Board to avoid the temptation of getting involved in operational matters.  But the majority of small to medium-sized non-profit organizations often face this challenge from well-meaning Directors.

Why do Directors occasionally stray in management issues?  Often it’s because the issue is one in which they have deep knowledge or experience, e.g. the Director with CFO expertise who wants to micromanage the budget line items.  Another reason Directors may drift toward management is if they have lost confidence in the ED/CEO or leadership team.  But regardless the reason why, when a Director manages more than governs it worsens the situation and can drive a wedge between the ED/CEO and the Board.

Here are two proactive and successful, ways to address this situation:

First, the Board orientation is the initial and best opportunity to lay groundwork and define governance and management.  During Board orientation, the Chair and ED/CEO discuss the organization’s mission, vision, history, scope of programs/services, quality, compliance program and financials. As they present the Board job description and expectations, it is also the opportune time to present a matrix (sample below) that compares and contrasts governance from management.   

Another effective way to reinforce the difference between governance and management is to highlight Board members who model positive behaviors.  Years ago, a Board member was approached by an employee and asked to intervene in a personnel issue.  Fortunately, this Director realized that request was a management matter and not in the purview of his governance role. He appropriately referred the employed back to the HR Department and then alerted me. He also shared with the employee that it wasn’t his Board role to get involved in day-to-day issues. I have used this positive illustration to reinforce the governance and management concepts with other Directors and new Board members.

I recommend simple prompts to avoid confusion: Is it aligned with our mission/vision/strategic plan? Is it BIG? Is it future-focused? Is there a red flag issue?  If the answer is “yes,” likely it is a governance issue.  These ideas can foster a collaborative partnership between the ED/CEO and the Board which supports open   communication, transparency and flexibility as you work toward the greater good of the organization.