The plethora of board responsibilities keeps current the question about the proper role of the board versus the role of management.  There is no one answer.  The way in which boards proceed will depend on their particular culture and circumstances.  Drawing the line between the role of the board and the role of management is neither easy nor clear.

What is clear, however, is that boards need to avoid micromanaging. When board monitoring and oversight devolves into micromanaging, management becomes resentful, and conflict and confusion ensue.  When that occurs, CEOs may become less willing to seek the board’s counsel before taking action on matters that arguably fall within the purview of management.  Misalignment between board and management can too easily occur in these situations.  In other words, micromanaging can be self-defeating.

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