Unclear delegation
People may have different understandings of what the board has delegated and what it has kept.
We help clarify the responsibilities behind the decisions causing concern.
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03 / Board and CEO relationships
Build a more productive board–CEO relationship.
When expectations differ, even routine decisions can become difficult. We help the board and chief executive work through the tension, clarify their responsibilities, and find a more constructive way to work together.
Who calls usA chair, a CEO, or a governance committee chair
Common signsMicromanaging, stretched committees, reopened decisions
Starting pointThe specific decisions in question
ServiceBoard and CEO relationship support
What it sounds like
The same situation can look different from each seat.
A CEO may feel second-guessed while directors worry they are being kept at a distance. Naming the disagreement is a start. Understanding what each side needs makes a useful conversation possible.
“The board is micromanaging.”
“We need to understand what is happening.”
“This is our responsibility.”
Where the friction comes from
Understand what’s behind the tension.
Unclear authority, missing information, and a loss of confidence can look similar from the outside. We help you understand what is happening before deciding what needs to change.
Information gaps
Directors may receive plenty of reports without the information they need to feel confident.
We help the board and CEO agree on information that supports oversight.
Strained trust
A surprise or unresolved disagreement can change how closely directors want to be involved.
We make room to discuss the concern and what would help rebuild confidence.
Example
Routine contracts have become a point of tension.
Imagine a credentialing organization where the finance committee and CEO disagree about who should approve vendor contracts. More purchases are coming to the full board, and decisions once considered settled are being reopened.
Board decides
Routine purchasesReopening any decision
Board approves on recommendation
Vendor contracts within budgetContracts above threshold
CEO decides, board informed
CEO decides
Board decides
Reopening a decision, with new information
Board approves on recommendation
Contracts above threshold
CEO decides, board informed
Vendor contracts within budget
CEO decides
Routine purchases
Comparing the governing documents with everyday practice can help reveal the disagreement. The conversation can then address which contracts need board approval, what information directors need, and how the agreement should be reflected in policy.A fictional organization.
Board policies
Policies that settle who decides what.
A policy is useful when people understand how to apply it. We help you work through the decisions a policy needs to address, including delegation, approval thresholds, and committee responsibilities, alongside your counsel.
What the board settles
- Delegation of authority. What the CEO may decide, sign, and spend
- Approval thresholds. What returns to the board, and when
- Committee charters. What each committee may decide or recommend
- Board reporting. What the board receives, and how often
Legal and compliance policies, such as conflict of interest and document retention, stay with your counsel.
How we help
Find a workable understanding.
We listen to the people involved, examine the responsibilities in question, and help you develop an agreement that makes sense in everyday work.
- 01
Understand where expectations differ
We look at the decisions causing concern and compare the documents with how people understand their roles.
- 02
Make space for an honest conversation
We help the chair, chief executive, and others involved discuss what they need and where the relationship is getting stuck.
- 03
Make the agreement usable
Clear responsibilities, useful reporting, and appropriate updates to policies can help the next decision go more smoothly.
The aim
A working relationship in which directors can exercise oversight and the CEO has room to lead.
- Where we focus
- The decisions, expectations, and patterns of communication that are causing difficulty.
- Handled by counsel
- Serious allegations, investigations, and contested removals need legal counsel. We can help clarify where governance consulting fits alongside that advice.
Will you take sides?
We listen to the perspectives involved and focus on what will serve the organization. That may mean challenging assumptions on either side, with attention to the board’s responsibilities, the CEO’s role, and the history of the relationship.
Will we need to amend our bylaws?
Sometimes. A delegation policy or committee charter is often the right home for the change. Documents change only where the agreement calls for it, prepared with your counsel.
What if things are more serious?
If the situation involves allegations, an investigation, or a contested removal, legal counsel needs to be involved. We can talk about whether there is also a useful role for governance consulting.
We need board policies. Is this the right service?
Often, yes. We start with the decisions the policies need to settle, then draft delegation, approval, and committee policies with your counsel. Compliance policies such as conflict of interest belong with your counsel.
Other ways we help
Situations often overlap.
A strained relationship can affect important decisions and everyday board practice. These services may also be useful.
Is the working relationship becoming difficult?
You may be unsure how to raise the issue or what would make a difference. Let’s talk about what you are seeing.