When Board Members Run the Business: Value Addition & Boundaries

When Board Members Run the Business: Value Addition & Boundaries

In many organizations—especially founder-led, family-run, or early-stage businesses—board members often become actively involved in running the business. While this can be an asset, it also carries risks if roles and responsibilities are not clearly defined. This article explores how board members can add value while setting the right boundaries with executives.


🎯 The Role of Board Members in Business Operations

Board members are the custodians of governance, strategic direction, and long-term value creation. However, in certain situations, they may find themselves taking a more hands-on role. In such cases, their involvement should remain supportive, not controlling.


✅ Do’s: How Board Members Can Add Value

  1. Support the Vision, Don’t Hijack It Help refine and challenge the strategy. Use your experience to broaden strategic thinking, not override it.
  2. Coach, Don’t Command Mentor the CEO and senior leaders. Offer guidance, feedback, and a sounding board for complex decisions.
  3. Add Credibility and Access Leverage your network to open doors to investors, clients, partners, or regulators.
  4. Focus on Big Picture Issues Contribute to risk management, succession planning, culture shaping, and long-term sustainability.
  5. Provide Stability in Crisis Step in when the business faces a major threat or leadership vacuum—but exit once stability returns.
  6. Set Measurable Goals and Monitor Progress Use KPIs and dashboards to evaluate progress, not anecdotal judgments.


❌ Don’ts: Behaviors That Undermine Governance and Performance

  1. Don’t Micromanage Executives Board members should not interfere with daily operations, staffing decisions, or routine problem-solving.
  2. Don’t Undermine the CEO’s Authority Avoid bypassing the CEO and giving instructions directly to managers or employees.
  3. Don’t Turn Board Meetings into Status Updates Meetings should focus on strategic issues, not operational minutiae.
  4. Don’t Overstay in Operational Roles Even in crisis, operational roles for board members must be temporary and clearly time-bound.
  5. Don’t Create Power Centers Avoid informal influence that disrupts chain of command or team cohesion.
  6. Don’t Use Personal Bias in Decision-Making Maintain objectivity. Board discussions should be data-driven, not emotionally or politically influenced.


🧭 Setting Clear Boundaries: A Governance Checklist

Area

Board’s Role

Executive’s Role

Strategy

Approve and challenge

Develop and execute

Operations

Oversight only

Daily execution

Talent

Hire/fire CEO

Hire, retain, manage all staff

Performance

Evaluate CEO and results

Deliver outcomes

Risk & Compliance

Define and monitor frameworks

Implement and report risks

Culture

Set tone at the top

Build it from the middle and bottom-up


📌 Final Thoughts

The line between governance and management must remain clear, even when board members are operationally involved. Mutual respect, role clarity, and accountability mechanisms ensure that value is added, not subtracted. A high-functioning board challenges, supports, and inspires the executive team—without replacing it.

Strong governance doesn’t mean more control; it means better decisions, shared purpose, and sustainable success.

 

Md. Saogatur Rahman

L&D, Organizational Design & Development, HR

1mo

Could you please suggest how to assess culture...

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