Boards, Stay Out of the Operational Sandbox

Your organization needs an engaged board. It does not need a second management team

Written by: Adelee Penner

Abstract

Boards have enormous potential to add value to organizations.

They bring perspective, stewardship, accountability, external knowledge, strategic insight, and responsibility for protecting the organization’s mission and long-term health.

But I am increasingly seeing boards underestimate that value.

Instead of becoming more capable governors, some move closer and closer to operations. Board members begin directing employees, interrogating routine management decisions, inserting themselves into implementation, revisiting matters already delegated to executives, or using board meetings to solve problems that belong several levels deeper in the organization.

It can look like engagement.

It can feel like diligence.

It may even begin with good intentions.

But when governance and operations become indistinguishable, accountability becomes dangerously unclear.

Current research offers a more sophisticated alternative. Effective boards are neither detached nor operationally intrusive. They know how to adjust their level of engagement based on the significance, risk, mission implications, conflicts of interest, and capabilities associated with a decision. (INSEAD)

The leadership challenge is not simply to keep boards out of operations.

It is to help boards understand where their greatest value actually lies.

I have been thinking a great deal lately about boards.

More specifically, I have been thinking about what happens when good people, serving for good reasons, begin doing work that does not actually belong to them.

It often starts innocently.

A board member has expertise.

They see a problem.

They know how they would solve it.

They ask another question.

Then another.

Perhaps they contact an employee.

Perhaps they recommend a particular operational response.

Perhaps a committee starts reviewing implementation details.

Perhaps a board discussion that began with oversight ends with directors redesigning the work.

Before long, the board is in the operational sandbox.

And once everyone is playing in the same sandbox, it becomes surprisingly difficult to remember who is supposed to be building what.

I am concerned about this because I do not think it is merely irritating for operational leaders.

I think it can be crippling for an organization.

Not because boards should be weak.

Because boards should be strong enough to govern.

Boards Have Work That Only Boards Can Do

There is something deeply important about good governance.

A board occupies a position that operational leaders cannot.

It can look across the organization rather than within a single function.

It can maintain a long-term perspective while management addresses today's realities.

It can protect the mission when immediate pressures encourage drift.

It can ask whether the strategy still makes sense.

It can examine risk.

It can challenge assumptions.

It can look at financial and non-financial performance and ask whether the organization is delivering what it says it exists to deliver.

It can select, support, evaluate, and, when necessary, replace the chief executive.

It can hold the organization accountable to stakeholders whose voices may not otherwise be present in management decisions.

And it can ask one of the most valuable questions available to an organization:

Are we doing the right things—not merely doing things right?

That is substantive work.

Current research reinforces the importance of this strategic role. Massicotte and Henri’s study of 185 boards found that strategic board involvement contributes to organizational performance indirectly through board effectiveness, and that boards’ strategic use of financial and non-financial performance information is an important part of that relationship. In other words, value does not come simply from directors being “involved.” It comes from how effectively they use information to perform their strategic governance role. (Sage Journals)

That distinction matters.

Because activity is not the same as governance.

Being Busy Does Not Mean the Board Is Governing

Boards can be exceptionally busy.

They can have lengthy agendas.

Multiple committees.

Hundreds of pages of reports.

Frequent emails.

Special meetings.

Requests for additional information.

Detailed discussions.

None of those things, by themselves, tells us whether the board is governing well.

In fact, operational involvement can create the appearance of diligence while drawing attention away from higher-order responsibilities.

A board can spend forty-five minutes debating how a program should be delivered and five minutes examining whether the program still advances the strategy.

It can interrogate an individual staffing decision while barely discussing succession risk.

It can review minor expenditure details while giving insufficient attention to long-term financial sustainability.

It can debate the wording of operational communications while failing to ask whether stakeholder trust is deteriorating.

The closer board members get to operational details, the easier it can be to confuse visibility with importance.

Operations are visible.

Governance often requires stepping back far enough to see patterns.

RESEARCH DEEP DIVE

The Best Boards Are Not Less Involved. They Are More Deliberate About How They Engage

This is why I found Timothy Rowley and Laurence Capron’s 2025 Harvard Business Review article, How the Best Boards Engage with Management, particularly useful.

Their argument complicates the conventional advice that boards should simply “stay out of operations.”

They studied governance practices using 400 reports written by directors who participated in governance education over roughly a decade, supplemented by interviews and surveys with directors.

They identified four modes of board engagement:

Passive

Management holds substantial decision authority while the board largely monitors or ratifies.

Mentor

Management retains authority, but the board contributes advice, questions, expertise, and alternative perspectives.

Partner

Board and management engage much more deeply together on an important decision.

Control

The board retains primary decision authority.

The important finding is not that one mode is best.

It is that different decisions require different modes.

Rowley and Capron argue that boards should calibrate their engagement according to four particularly important considerations:

impact on value, conflicts of interest, implications for mission, and talent and capabilities. (INSEAD)

Consider CEO succession.

That belongs firmly within board authority.

Consider a transformational strategic decision with enormous financial and mission implications.

The board may appropriately become a partner.

Consider a complex issue where directors possess the expertise that management genuinely needs.

Mentor mode may add considerable value.

Now consider which vehicle employees are allowed to lease, the mechanics of a staff schedule, the specific wording of a routine operational procedure, or which employee should lead a project.

Those decisions may require virtually no board involvement.

The lesson is subtle but powerful:

Good governance is not defined by distance. It is defined by judgment about where board authority and attention create value.

The Opposite of Micromanagement Is Not Disengagement

This is an important distinction.

Whenever conversations about governance boundaries arise, someone eventually worries that the alternative is a passive board.

It isn't.

I do not want passive boards.

Organizations need boards that ask difficult questions.

Boards that insist on evidence.

Boards that challenge overly optimistic projections.

Boards that understand the finances.

Boards that examine risk.

Boards that question strategy.

Boards that protect the mission.

Boards prepared to act decisively when management fails.

Boards that do not confuse trust with unquestioning approval.

Henri’s 2025 research describes board effectiveness through the idea of ambidexterity: the capacity to hold opposing but necessary responsibilities in productive tension.

Effective boards need to balance:

• supervision and advice,

• support and vigilance,

• engagement and distance,

• benevolence and results,

• different viewpoints and eventual consensus. (ScienceDirect)

That is much harder than either micromanaging or rubber-stamping.

And much more valuable.

The Operational Sandbox Is Attractive

I understand why boards drift toward operations.

Operations are concrete.

Strategy is ambiguous.

Governance questions rarely have tidy answers.

It is easier to debate whether a particular position should be created than to assess whether the organization's talent strategy can deliver its five-year plan.

It is easier to critique a communications product than to examine whether stakeholder confidence is strengthening or deteriorating.

It is easier to question how management handled a difficult employee situation than to consider whether the organization has the leadership capacity, culture, succession structures, and human resource systems it needs.

Operational questions give us something to solve.

Governance questions often give us something to hold.

Uncertainty.

Trade-offs.

Risk.

Competing priorities.

Long time horizons.

Incomplete information.

The operational sandbox can therefore feel productive.

But what feels productive to an individual director may not be what creates the most value for the organization.

When Everyone Can Direct Staff, Nobody Is Quite Sure Who Is Leading

This is where the consequences become more serious.

A board hires or appoints its chief executive—whether that person is called a CEO, executive director, superintendent, chief administrative officer, or something else.

That executive is then accountable for operating the organization within the authority delegated by the board.

If board members begin directing employees below that level, something structurally important changes.

The executive remains accountable for organizational results.

But their authority is being bypassed.

Employees begin receiving signals from two systems.

The organizational chart says one thing.

Power says another.

Who should the employee satisfy?

Their manager?

The CEO?

The board member who called?

The committee chair?

What happens when those directions conflict?

What happens when an employee discovers that an operational decision they dislike can be taken directly to a director?

What happens when management learns that every difficult decision might later be reopened by the board?

Slowly, accountability becomes blurred.

And once accountability is blurred, it becomes very difficult to hold anyone genuinely responsible.

Access Is Not Authority

I want to make another distinction because it matters.

Boards should not become isolated from the organization.

A board that knows only what appears in a quarterly report is unlikely to govern particularly well.

Directors may benefit enormously from:

visiting sites,

hearing from employees,

meeting stakeholders,

seeing programs,

listening to clients,

talking with students,

reviewing evidence,

and understanding how strategy actually lands in practice.

But there is a difference between hearing from employees and directing employees.

There is a difference between:

Tell us what you are seeing.

and

Here is what you should do.

There is a difference between:

Help us understand what implementation looks like from your perspective.

and

Why hasn't your manager changed this process?

Board members need organizational intelligence.

They do not automatically acquire operational authority along with it.

One phrase may help:

Listen broadly. Direct narrowly

Boards should have rich access to organizational reality.

Formal operational authority should remain clear.

Information Sharing Matters Precisely Because the Roles Are Different

Research in public-sector governance illustrates this nicely.

Meyfroodt and Desmidt studied 96 Flemish local authorities to examine governing board involvement in strategy implementation and the relationship between political boards and chief administrative officers.

Their findings supported the importance of an oversight role, combined with information sharing, in improving the effectiveness of strategy implementation. (Taylor & Francis Online)

Notice what that suggests.

Strong boundaries do not require poor communication.

Quite the opposite.

Boards need enough information to govern.

Management needs enough autonomy to manage.

Both need sufficient trust to share what the other needs to know.

That is interdependence without role collapse.

Operational Intrusion Creates Governance Hazards

When the boundary is repeatedly crossed, several things can begin to happen.

Accountability fragments

Management can be held responsible for decisions it did not fully control.

Employees learn to navigate around leadership

Instead of resolving issues through appropriate operational structures, employees may begin seeking whichever source of authority is most likely to give the desired answer.

Decisions slow down

Matters that could have been resolved quickly through delegated authority move upward, sideways, back to committees, and eventually into board meetings.

Management becomes more cautious

If every decision may be reopened, executives can gradually become reluctant to exercise the authority they supposedly hold.

Trust deteriorates

Board members may interpret management's frustration as defensiveness.

Management may interpret board questions as evidence that directors do not trust them.

The board's attention shifts downward

Perhaps the greatest cost is opportunity cost.

Every hour the board spends doing management's work is an hour it is not spending doing the board's work.

That is where governance itself begins to weaken.

Sometimes a Board Really Does Need to Move Closer

There are exceptions.

And they matter.

If an organization enters crisis, loses its chief executive, faces evidence of serious misconduct, confronts a significant conflict of interest, or is considering a decision with existential implications, the appropriate boundary may temporarily shift.

Rowley and Capron's framework helps here.

The board may move from passive to mentor.

From mentor to partner.

Sometimes all the way to control.

The key is that the change should be intentional, contextual, and proportionate.

Not accidental.

Not permanent.

Not because an individual director enjoys operational work.

And once the conditions change, the board should be capable of moving back.

That is governance agility.

What About Small Organizations and Working Boards?

There is another important exception.

Some organizations genuinely have working boards.

Small charities, start-ups, volunteer organizations, community groups, and organizations in their earliest stages may not have enough staff to separate governance and operational work neatly.

Board members may fundraise.

Run events.

Write grants.

Fix equipment.

Develop communications.

Volunteer in programs.

There is nothing inherently wrong with that.

The important question becomes:

Which hat are you wearing?

When a director volunteers operationally, they may be accountable to the operational leader, just as any other volunteer.

When they return to the board table, they resume their governance authority as one member of a collective governing body.

Problems arise when the two hats become indistinguishable.

I am doing this because I am a board member, therefore staff report to me.

That is not role flexibility.

That is role confusion.

TRY THIS IN PRACTICE

Build a Decision-Rights Map

One of the most practical ideas emerging from Rowley and Capron's work is a decision inventory.

I would take it one step further.

Bring the board chair and the chief executive together, and identify the organization's major decision-making categories.

For each one, ask five questions:

Decision	Board Role	Management Role	What the Board Needs to Know	When Engagement Changes
Mission/purpose	Control	Advise	Stakeholder evidence, context	Major environmental change
Strategy	Partner/Control	Partner	Options, risks, assumptions	High-value or mission-changing decision
CEO performance	Control	—	Agreed evidence and outcomes	Performance concern
Operational staffing	Passive	Control	Workforce trends, major risks	Executive-level or exceptional risk
Program implementation	Passive/Mentor	Control	Outcome and performance evidence	Strategic failure or mission risk
Major crisis	Partner/Control	Partner	Real-time risk information	Depends on severity

The exact answers will differ by organization.

That is the point.

The value comes from making them explicit before a conflict occurs.

Then add one more question:

What would cause us to change modes?

Now, board engagement becomes a governance decision rather than a matter of personality.

Board Chairs Have a Particular Responsibility Here

This boundary cannot be maintained by the chief executive alone.

In fact, requiring the CEO to repeatedly tell directors that they are becoming operational creates its own awkward power dynamic.

The board chair has a critical governance responsibility.

When the discussion begins sliding into management detail, the chair can ask:

• Is this a board decision?

• What governance question sits underneath this operational issue?

• What does the board need to know rather than decide?

• Are we challenging management—or replacing management?

• What authority have we already delegated?

• Does this matter require a different engagement mode?

A strong chair helps the board govern itself.

Because governance is not only something the board does to the organization.

The board also has to govern its own behaviour.

Chief Executives Have Responsibilities Too

The operational boundary cannot serve as an excuse for executives to shield themselves from oversight.

Management cannot say “that's operational” every time the board asks an uncomfortable question.

Boards are entitled to the information required to perform their fiduciary and governance responsibilities.

Executives need to:

• surface risk,

• report honestly,

• bring forward bad news,

• provide meaningful performance evidence,

• explain assumptions,

• distinguish information from advocacy,

• and make it possible for directors to understand what is happening without having to enter operations to find out.

Recent governance research emphasizes the importance of performance information in enabling boards to perform strategic oversight effectively. (ScienceDirect)

A board starved of meaningful information will either become dangerously passive—

or go looking for information itself.

Neither outcome is particularly healthy.

The Real Boundary Is Between Oversight and Substitution

Perhaps that is the distinction I have been trying to articulate.

Boards should ask.

Challenge.

Test.

Probe.

Monitor.

Advise.

Question assumptions.

Request evidence.

Demand accountability.

Sometimes partner.

Occasionally control.

But they should be very cautious about substituting themselves for the people they hired to operate the organization.

Because once the board becomes the management team, an obvious question arises:

Who is left governing?

That, for me, is the greatest danger of the operational sandbox.

Not simply that it annoys staff.

Not simply that meetings become inefficient.

Not simply that a CEO feels micromanaged.

The deeper danger is that while the board is busy managing today's work, no one is sufficiently attending to the work only the board can do.

Mission.

Stewardship.

Strategy.

Risk.

Long-term sustainability.

Executive accountability.

Organizational performance.

The future.

That is far too important to abandon.

A Final Provocation

What if the greatest sign of an engaged board is not how many organizational decisions it touches—but how clearly it knows which decisions actually require the board?

Strong boards are not absent.

They are not silent.

They are not ceremonial.

And they are certainly not rubber stamps.

Strong boards understand their value well enough that they do not need to prove their importance by managing the organization.

They ask better questions.

They focus attention where it matters.

They choose their engagement deliberately.

They create accountability without taking away authority.

And they allow capable operational leaders to do the work they were hired to do.

Your organization needs a strong board.

It also needs strong management.

Those are not the same job.

And that is precisely why both matter.

Reflective Questions

Where does your board currently spend most of its time: governance, strategy, oversight, or operational detail?

Which decisions routinely come to the board that do not actually require board authority?

Where are the boundaries between board, chief executive, and staff explicit—and where are they assumed?

Can board members access organizational reality without inadvertently creating shadow reporting relationships?

When the board asks operational questions, is it seeking information necessary for governance, or is it attempting to make an operational decision?

Does your board know when it should operate as a mentor, partner, or control rather than relying on one engagement style?

What happens when an individual director gives direction to an employee?

Does your board chair actively protect governance boundaries?

Does management provide enough meaningful information for the board to govern without having to investigate the organization itself?

And perhaps the most important question:

If the board is doing management's work, who is doing the board's?

Let's talk again soon. Take good care of yourself.

Adelee

References

Henri, J.-F. (2025). Ambidexterity in the boardroom: A core capability to improve effectiveness. Organizational Dynamics, 54(1), 101062. https://doi.org/10.1016/j.orgdyn.2024.101062 (ScienceDirect)

Massicotte, S., & Henri, J.-F. (2024). Revisiting the impact of strategic board involvement on organizational performance. Journal of General Management. Advance online publication. https://doi.org/10.1177/03063070241272364 (Sage Journals)

Meyfroodt, K., & Desmidt, S. (2024). Does governing board involvement impact strategy implementation effectiveness? The role of information sharing in the politics-administration interface. Public Management Review, 26(3), 565–590. https://doi.org/10.1080/14719037.2022.2103174 (Biblio)

Rowley, T. J., & Capron, L. (2025). How the best boards engage with management. Harvard Business Review, 103(1), 114–123. (Harvard Business Review)