You ask a great question – and a really important one. One of the most common problems witnessed in boards is violations of the board/management line with staff (which includes everyone below the CEO), so your former CEO and your interim CEO are right to be wary here.
Problems can include board members going to see managers below the CEO to “find out what’s going on” and discussing substantive matters with them; board members copying staff on communications between board members or the board and CEO; board members insisting on being involved in the hiring senior managers reporting to the CEO; board chairs assuming the CEO’s authority and responsibilities, even as the CEO is present; individual directors (board members) instructing staff on operational matters; boards excluding management on strategic planning; and more.
All of these behaviours create confusing over who is “steering the boat”. How does the board hold the CEO accountable if the board is taking on some of the CEO’s functions?
While a disengaged board is also a danger, the board should not be expected to understand the day-to-day operations as well as the CEO does. Rather, as we will explore in later modules in this course, boards are most effective when they develop mutual respect and a strong, respectful relationship with the CEO, when they ensure that there is trust between the CEO and the board, and when they communicate in a way that encourages candour and a spirit of open enquiry and dissent.
When the board starts dealing with senior managers as direct hires and employees of the Board, the negative consequences can be very serious: the CEO’s authority is diminished, and a signal is sent that the board doesn’t fully trust this individual; the CEO also cannot be held fully accountable if operational decisions are being made by the Board; senior managers may begin to feel that they are accountable to the Board and not to the CEO, which can create a nightmare web of confused communications and motivations; and the Board can become distracted from its actual purpose.
All this is to say that the Board should be very cautious in dealing with senior management. Developing relationship with these individuals may seem innocuous at first, but in time it can lead to a souring of the relationship between Boards and the CEO, which ultimately will diminish the performance of the organization. This holds true no matter the size of your organization, as we will explore a little bit in this course later on.
Thanks for the great question!