In brief
- “Micromanaging” is a useful signal that expectations may differ.
- Unclear authority, missing information, and strained trust need different responses.
- Specific examples make the disagreement easier to discuss.
- A workable agreement needs both clarity and attention to the relationship.
What it sounds like from each side
A director contacts a member of staff with a request. A committee wants to approve a hire. A routine purchase becomes a board discussion. From the CEO’s perspective, it may feel as though every decision is open to second-guessing.
Directors may describe the same situation differently. They feel responsible for the organization and want confidence in how it is being run. Asking for more detail can seem entirely reasonable from that position.
Calling it micromanagement does not resolve the difference. It can leave one side defending its authority and the other defending its intentions. The more useful conversation is about what happened, what each person expected, and why.
Why boards step into operations
Several issues are worth exploring:
- Unclear delegation. People may understand the board’s policies or previous decisions differently.
- Information gaps. Reports may describe activity without answering the questions that concern directors.
- Strained trust. A surprise or an unresolved disagreement may have changed how closely the board wants to be involved.
These can overlap. A new reporting format will do little if the real concern is an unspoken loss of confidence.
The useful question is what each side needs to carry out its responsibilities well.
Agree where the line sits
Choose an example that the people involved recognize. What was the decision? Who believed they had authority? What information did the board receive, and what did the CEO believe had already been agreed?
Compare those understandings with the governing documents and any previous delegation. Where the documents are clear, the issue may be how the agreement is being applied. Where they leave room for interpretation, the board and CEO have something concrete to work through.
Give the agreement a chance to work
Clear authority is easier to sustain when the board receives information it can use. Discuss what directors need to know, which developments should be raised promptly, and how the CEO can seek guidance without turning every matter into a board decision.
Put the agreement where people can find it, and make time to discuss how it is working. If a pattern returns, use that as a reason to revisit the concern. Trust may take longer to rebuild than a policy takes to revise.
About the author
Dan Liutikas
Dan Liutikas is Boardpath’s founder. A former chief executive of the International Legal Technology Association and chief legal officer at CompTIA, he works with boards and executive leaders on decisions, governance, and their working relationships.
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