Do your organization’s board members really know what their job is? Do they MANAGE when they should be GOVERNING?

Often, CEO’s chalk it up to a character issue with the board chair or executive committee. But in reality, it’s more simple than that.

More often than not, if the role paths are getting crossed, one of two things is lacking: clarity or trust.

CLARITY:  Is there clarity and alignment in understanding as to what the role of the board is?  The role of the CEO and staff? This is an age-old dilemma, and remains one of the most toxic issues in organizations when not properly identified and addressed.  Have the board and staff had any real training on the issue?  Often the CEO has, but not the board.  Hence, the CEO tries to train the board, but at his/her own expense, because it comes off as the CEO telling the board to “back off.”  Why is it that the CEOs get the training and read all the books on board governance?  How are you ensuring that your boards are well trained?

This is not to challenge anyone’s intent.  It is simply about practices that are neglected, and it continually causes problems, big and small — needlessly.  If there is clarity on role and responsibility, there are fewer issues.  Many board members feel a sense of relief to understand that their job is not to manage the organization. On the other hand, that duty of care and duty of loyalty stuff?  It’s real too!  There IS much more to serving on a board than approving minutes and budgets!

The board’s job is to govern, and to set and monitor strategic direction, with the CEO’s support of the process.  The professional’s job is to execute and manage, with the board’s support of the strategies and resources. Both are to be responsible stewards of the brand.  It is a defined partnership.

In sports, it is not the job of the NFL team owner or even the general manager to call the plays. It’s the people on the field who ultimately execute on a bigger set of strategies, from the coaches to the players. Of course, if the results are unfruitful, there is accountability — another role of the board.

In The Art of War, ancient Chinese war genius Sun Tzu wrote about the importance of role clarity and trust when he referenced the sovereign and the general, and their respective responsibilities. There are some lessons there. I recommend the read!

TRUST: If the board is heavy on management, there could also be a trust issue.  Has your organization measured trust?  There is a way, and it should be done.  Trust between board and CEO is obviously an imperative.  But it often breaks down.  In most organizations, the CEO gets a new boss each year.  And while relationships should be forged long before an individual becomes a board chair, it is within the construct of the chair’s term that the relationship is tested, and trust levels are revealed.

There are tools, methods, and actions that drive trust, but do we intentionally employ them? Some organizations measure public trust, but not internal trust.  We assume it exists, yet we see signs that it does not on a daily basis. Along with the need for strategy alignment, leadership alignment, brand alignment, and mission alignment, there must be trust alignment, throughout the organization.

Just as a manager will revert to doing the job of an underling whose competence the manager does not trust, so will the board begin performing the duties of a CEO they do not trust, and so will a CEO go off the strategic path set by a board he/she does not trust.

There are many behaviors that drive and improve trust. Perhaps most important are communication and transparency. Do you have others to add?

What’s YOUR perspective?