Governance And Management Are Different Jobs In The Same Room
Most friction between a chief executive and a board is a boundary problem wearing the costume of a personality problem.
A board sets direction, appoints and holds to account the chief executive, and satisfies itself that the organisation is being run properly. Management runs it. Stated that plainly the line looks obvious, and in practice it is crossed constantly in both directions, usually with good intentions. Directors with deep operational knowledge drift into running things. Chief executives who want cover for a hard call push decisions upward and then resent the involvement they invited. The line is maintained not by rules but by two parties noticing, out loud, when it moves.
The boundary is blurrier in smaller organisations, where directors often do real work and the chief executive may be the only full time senior person. That is workable, but only if the two hats are named as they are worn. A director helping with a funding submission on Tuesday is a volunteer, and on Thursday in the meeting is a director assessing the submission. Saying which is which sounds fussy and prevents a great deal of later confusion about who agreed to what and in what capacity.
Directors also carry duties that are serious, personal and legally consequential. This publication does not attempt to state them, and no chief executive should rely on a magazine for that. What matters operationally is that those duties are real, that they explain a good deal of board behaviour that otherwise reads as caution or interference, and that both the chief executive and the board should be taking their own qualified advice and reading the relevant regulator's own guidance rather than working from custom and assumption.