One of the most common reflections I get from CEOs is about the partnership (or lack thereof) with their Board. Much has been written about the importance of good Board/CEO relationships. Many CEOs struggle to either find common ground or do not understand the roles and how to manage them effectively. I believe this has more to do with a lack of clarity and understanding of what critical vs lack of effort is. Here are five keys to successful Board/ CEO partnerships:

1. Defined Scope of Authority

I often hear about dysfunctional Board/CEO relationships. The Board is too “hands-on,” or they are spending too much time “in the weeds” are themes I hear. Interestingly I also hear the other side, where CEOs are stubborn or evasive and do not share appropriate information with their Boards. Of course, neither of these is entirely valid as both Boards and CEO’s bear the responsibility to help each other and ensure the success of their organization. The solution starts with a defined “Scope of Authority,” in the form of a Board Operating Policy that encourages a strong Board to CEO relationship. Each party must understand where their boundaries are, and describe them in a Board Operating Policy. This policy defines the “fence posts” as to where the Board sees the organization headed yet also defines the key results; they expect the CEO to deliver. The CEO authority and responsibility begin with identifying the Scope of Authority of the Board.

2. Clear Roles & Expectations:

There are many different reasons the Board /CEO relationships become strained, and my experience is that the strain comes from unclear roles and expectations between the two executive functions.  Boards have a responsibility to ensure that the organization’s performance is consistent with the vision, mission, values and strategic outcomes established for the organization. Boards provide this guidance through their three functions or roles: Fiduciary oversight, Strategic direction and Generative (or self-learning) processes. The Board role is anchored in these three roles and ultimately positions the Board to act in the best interests of the members or owners of the organization. A Board performs best when it focuses its efforts on these roles and leaves the operational leadership to the CEO to whom they have delegated specific authority. Fulfilling these roles should consume 90% of the Boards work. The CEO’s role is to lead the organization’s operational elements ensuring that the strategic direction confirmed is the one in which the organization is headed. The Boards role is to support, guide and challenge the CEOs in his or her role and foster collaborative discussion. The CEO’s also plays a role in supporting, guiding and challenging the Board as well. The role is a partnership, and a good partnership has clear roles and expectations supported through ongoing dialogue and accountability

3. Board’s need information

Boards need the information to fulfill their role. It is the responsibility of the CEO to provide them with the required information. The question always seems to be, what information, and how much of it does explicitly the Board need? The answer is simple. The CEO must provide “evidence” on a regular and timely basis as to how his or her team is progressing, delivering, and aligning their work to meet the expectations and outcomes that are established by the Board. Or perhaps another way to answer these questions is the CEO needs to provide enough information to fulfill the Board’s fiduciary, strategic or generative roles. That is what Boards need, and that is what the CEO should be provided on a regular basis. 

4. Boards need to be engaged.

Another common complaint is not all Boards are engaged. Again, my experience is both the Board and the CEO have responsibilities here. The CEO’s job is to ensure his or her Board is engaged and supported by providing input, asking good questions, scanning the environment, attending organization or company functions and listening to stakeholders and members. The Boards role is to be present, accepting and prepared to listen first, then support, guide or challenge as appropriate. The CEO’s needs to ensure there are opportunities where Boards can provide input and support, generate dialogue and confirm understanding through experiential processes. Both Boards and CEOs need to ask good questions and engage in dialogue around those questions.  It is not good enough to “hope” your Board is paying attention, nor is it appropriate for Board to “ sit on their hands” and wait to be spoon-fed. Both the Board and CEO need to have dialogue around the challenges and obstacles as well as the successes of the organization.

5. The two at the Top

The relationship between the Board Chair and the CEO is special. Many great Board Chair relationships I have examined over the years emerge as lifelong friendships. Some will argue that Board Chairs should not get too close to their CEO’s to remain “objective and impartial.” I do not subscribe to this belief. The reality is that the CEO often needs an ear to bend, and the Board Chair needs to be entirely in the know about the challenges and opportunities the organization is facing. The CEO and Board Chair must be in 100% alignment where possible. Alignment is not always straightforward nor simple and certainly requires work to accomplish. The Board Chair must trust the CEO to deliver timely and relevant information leading to the key results identified. The CEO needs to trust the Board chair to steward those difficult discussions with the rest of the Board and get the Board to support or challenge as is appropriate.

Concluding thoughts

The best organizations in my experience have a great partnership between the Board and its CEO. This partnership does not happen by accident but is a deliberate and planned process starting with the Board’s Scope of Authority definition. The relationship can proceed effectively when clear roles and expectations are determined. Boards focus their time on the three roles they are responsible for carrying out:  fiduciary oversight, strategic direction, and generative process. CEO’s need to ensure that Boards have the information or evidence they need to fulfill their roles. Finally, the Board Chair and CEO must have a close working relationship where each can support, guide and challenge each other to deliver organizational success.