Governance and Leadership – Where does the board fit in?

Within an organization, there are 5 roles that must be filled in order for that organization to be as productive and efficient as it can be. The top two roles are critical, and how those roles are implemented is extremely important. Today, we’ll look at the top two roles: Governance and Leadership.

These two roles are distinct and separate and are handled by different people within the organization. The role of Governance is handled by the board. The Leadership role by the CEO. In my experience, there can be a great deal of friction when the board attempts to fill both of those roles or when the CEO attempts to set the direction of the organization.  It’s confusing to everyone involved.

An Intentional Board fulfills only the governance function. All too often, I see boards attempting to provide the leadership that should come from the CEO. And, I have also seen CEOs try to do the work of the board. Neither is a healthy scenario.

Governance is a verb. The root word, of course, is govern, from which words like government and governor are derived. Governance involves policy, framework, assessment, and evaluation. This should be the zone in which the board operates.

Leadership, on the other hand, is the work of the CEO. When I think of leadership, I think of a military commander charging into battle with his troops. There can only be one leader. Multiple people attempting to give organizational direction is way too confusing. Hire a strong CEO and let them lead.

Those who govern are in charge of establishing the policy, but those who lead are in charge of executing it. The board should provide the structure and should assess the situation in order to answer the question, “Are we doing the right things?” Governance is about defining the objective and putting policy in place to promote the objective. Leadership is about making it happen.

You might think of it this way. The board outlines a destination. “This is where we want to go.” Once that destination is determined, it no longer becomes their job to ensure that the destination is reached. That role belongs to the CEO. The board manages the CEO, but the CEO leads the whole organization.

When those roles are reversed or one group/person is doing both, the organization suffers. It’s important that a board and the members of that board understand the role of governance and are focused on it. The Alliance for Board Effectiveness offers a useful tool for board self assessment which may help you with separating these two roles. You can find it here. And, I’ll let you know when my book, The Intentional Board, is published. In it, we’ll explore in more detail these roles and the other 3 organizational roles, managing, micro-managing and executing.

Have you experienced times when a board was failing to govern or trying to do more than govern? I’d love to know your stories.