So much that is written and said about boards of all kinds is focused on, “Where were they?”

They are either asleep at the wheel or so insufficiently apprised of their roles that they couldn’t even find the wheel.

After several experiences this year, I feel like the next wave of dialogue is going to be focused on the opposite. There has been such a tsunami of emphasis on the need for boards to be impactful that I’m seeing more and more instances of… too much of a good thing.  

I’m talking about boards that think they’re the CEO.

Who doesn’t know that “overseeing” and “operating” are vastly different things?

Well… an increasing number of otherwise smart, accomplished board members aided by seemingly experienced boardroom counsel.  

And lest it be fodder for over-intellectualization, I can tell you from experience that this movie ends badly most of the time.  

What does it look like in real life?

• The board would like weekly updates from the CEO about basic operational blocking/tackling. 
• The board, or committee appointee, would like to start attending weekly operating meetings undertaken by direct reports to the CEO.
• Board members are randomly showing up onsite without the CEO’s prior approval.
• Board members are speaking directly to investors without the CEO’s prior approval or knowledge.
• The board wants input on basic press releases and corporate messaging.

Though it perhaps goes without saying, most undue board meddling is inversely proportional to corporate performance. 

Sometimes this overstepping is precipitated by an “event.” For example, an activist overture, a short report, or government inquiries.

Sometimes it’s instigated at the behest of a trusted board member, perhaps a former CEO who reckons they know better (in olden times… coxcombry).

But increasingly I’m seeing this line-blurring undertaken by those who have simply misinterpreted the clarion call for board members to be value-added.

It seems to always start with good intentions.

But when boards start micromanaging the CEO it’s usually because they either have no idea what they’re doing or, more commonly, they’ve consciously (or subconsciously) concluded they have the wrong CEO.

When boards conflate oversight and operations for extended periods, they also often come up with various rationalizations.  The fancier the explanations, btw, the worse they usually are.

In the spirit of candor, most I’ve witnessed are just procrastinating about replacing the CEO.  

This can happen for all kinds of reasons: (1) the board is inexperienced; (2) the board lacks leadership; (3) the CEO is well-liked; or (4) garden variety laziness. 

Kicking the can down the road in this regard is routinely value-destructive (i.e., the bad movie endings referenced earlier). But it’s also exceedingly common, because it’s… human.

I have personal experience firing a public company founder/CEO; i.e., it was my job as Chair to do it. If you’ve had a similar experience, I would be interested to hear your thoughts. From my perspective, it was unbelievably time-consuming, serious as a heart attack, unfun, and frankly a bit soul-destroying.  

But that’s the nitty gritty of corporate governance, and the fact that it’s hard isn’t a good enough reason for boards to routinely have one foot on the dock and one foot on the boat.

I remember being admonished when I was a boy that “never” and “ever” are big words, so you should use them sparingly.  

I’ve never met a board member who said, “We should have waited a lot longer to find a new CEO.”

So, a few frank takeaways.

• If you’re on a board that is playing CEO and you think there is nothing wrong with that: (1) you need to revisit your job description; and (2) acknowledge that interloping rarely ends well for stakeholders.
• If you’re on a board that’s playing CEO because you kinda sorta feel like the CEO needs to go, then get on with it so you can put both feet back on the dock where they belong.
• Oh, and boards that routinely micromanage CEOs tend to get what they deserve: a crappy CEO.

This piece was adapted from a recent note I sent to my firm’s global community of 1000s of executives.  It’s free to sign up for these periodic articles and takes approximately 7 seconds here: https://adamjepstein.com/boardrooms-in-the-news/