How the best boards balance oversight and management

IN BOARDROOMS EVERYWHERE, one question quietly lingers: where does strategic oversight end and operational interference begin? As someone who has served both as CEO of a publicly listed company and as an independent director on the boards of diverse organisations, I have experienced this dilemma from both sides. What I have learnt is this: good governance is not about rigid boundaries, but about judgement, intent, and trust. The most effective boards understand the importance of staying focussed on their core role — guiding long-term direction, overseeing risk, and holding management accountable — while resisting the temptation to step into execution. But this is easier said than done. Oversight vs management In today’s complex environment and regulatory requirements, the line between oversight and management can blur. Board members are expected to provide strategic input, ensure accountability, and act as sounding boards on critical decisions. But when does this involvement become intrusive? For example, I recently spoke with a fellow board member who valued in-depth conversations with the company’s head of marketing, believing his own domain expertise could add value. The CEO, however, felt unsettled. It was a classic governance dilemma. Direct interactions between board members and senior management can be valuable, but they must be approached with care. The CEO is the primary conduit between the board and the company. Going around them, even with good intentions, risks undermining their authority. It can create confusion, erode trust, and even foster organisational silos. The best practice is not to prohibit such interactions, but to structure them thoughtfully. If a board member’s expertise can help, that contribution should be coordinated with the CEO. Keeping the CEO informed, framing the interaction as supportive rather than supervisory, and being clear about its intent can go a long way in preserving trust. Should boards speak directly to shareholders? Another area where boundaries are tested is shareholder communication. Should individual board members meet with shareholders directly? Traditionally, the CEO and investor relations team serve as the primary interface with shareholders. They lead earnings calls, roadshows, and disclosure processes. The board’s role is to ensure the accuracy and integrity of these communications and to oversee how shareholder concerns are addressed. Yet, there are cases where direct board engagement with key shareholders can be useful, particularly in times of strategic transition, performance concerns, or leadership changes. These conversations, however, must be carefully framed. One-on-one board-shareholder meetings should be selective, purposeful, and clearly positioned as listening sessions. The goal is to understand shareholder perspectives, not to convey new information or make commitments. Consistency in messaging, alignment with company strategy, and transparency about such engagements are essential to avoid the perception of selective disclosure or governance overreach. The hidden challenge Beyond questions of structure and communication, one of the biggest challenges boards face is time. There is a natural tendency for agendas to get filled with compliance, statutory approvals, and operational updates. What gets crowded out? Strategy, talent, and long-term value creation. It takes deliberate effort to carve out time for the things that matter the most. Some boards do this by creating dedicated strategy days, where the agenda focusses solely on long-term direction. Others build an annual calendar that locks in discussions on talent development, leadership succession, and emerging risks. Board education is another area that requires intentionality. In a world being reshaped by AI, climate risk, and shifting geopolitics, directors must keep learning. Integrating short learning modules, expert briefings, or even site visits into the board rhythm helps ensure directors are well-informed and future-ready. The human factor Ultimately, effective governance goes beyond processes. It is about people. A board’s ability to maintain the right balance between support and scrutiny depends on the tone of engagement. The most constructive boardrooms are those where directors ask tough questions respectfully, where CEOs are open to feedback, and where there is a shared commitment to the organisation’s long-term health. When the board is seen as a thought partner rather than an adversary, the quality of information shared improves, and the level of candour deepens. That culture starts with the Chair. A good Chair sets the tone for constructive engagement, manages dynamics among directors, and ensures that difficult conversations are held and handled well. They also support the CEO while holding them accountable, walking the tightrope with integrity and skill. Governance is a balancing act There is no one-size-fits-all answer to how boards should engage with management or shareholders. Each organisation has its own context, leadership style, and governance challenges. But some principles remain constant. Stay focussed on long-term value. Keep communication structured and transparent. Allocate time to what matters most. And above all, build a culture of trust and respect. When boards get this balance right, they become catalysts for enduring success. And that, ultimately, is what good governance is all about. (The writer, a former head of Crisil and Omidyar Network India, is the author of the forthcoming book Leadership Beyond the Playbook. Views are personal) Fortune India is now on WhatsApp! Get the latest updates from the world of business and economy delivered straight to your phone. Subscribe now.

How the best boards balance oversight and management

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