Preserving the Distinction Between Management and Governance

By Stephen Mansfield

One of the most difficult aspects of effective governance is understanding the distinction between the roles of management and the board, and how that demarcation varies among different organizations. After three decades of working for boards and serving on many myself, I have learned that clarifying these roles is imperative to well-functioning organizations and their boards. Fundamentally, the distinction answers the questions: How do boards excel at governing without stepping into management? And how do CEOs ensure that boards have what they need from management in order to govern effectively?

Knowing how to govern well differs in many respects from knowing how to lead or manage an organization capably and is perhaps more art than science. Formal education and training, as well as daily practice, equips organizational managers and leaders for their roles. However, best-practice governance principles are perhaps less well studied and applied; and most of us who serve on boards evolve our governance skill sets over time through participation in periodic board and committee meetings.

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