One of the most common criticisms made of directors is that they are too much “in the weeds”. Generally, the complaint is that directors are focusing on operational rather than oversight issues. This can strain the relationship with management and divert the board’s attention from other issues that would benefit from a board level discussion.
A board can end up in the weeds for a number of reasons. In some cases, the lines between running the business (typically management’s purview) and oversight (the role of the board) are blurred. This may happen if the directors or the executive team (or both) do not understand the important distinctions between the role of the board and management. It may also happen, however, when the organization is dealing with a crisis and the board consciously steps closer to day-to-day management issues.
The information provided to directors can affect where they focus their attention. Management may give the board very granular data to explain operating results, for example. Or management may include detailed analysis to support their recommendations. Certain directors may have asked for a greater level of detail in some aspect of management’s reporting. There may also be a regulatory requirement for directors to review certain information. The mosaic of information before directors may create an impetus to comment on the detail rather than on the analysis or strategic implications of the issues before them.
How can a board assess whether it is too much “in the weeds”? The first step is to have the discussion. This topic is often part of a board effectiveness review. Management may feel that directors focus too much on operations at the expense of strategy but may have no opportunity to provide this feedback. Individual directors may feel that board colleagues are overweighting their input on operational or technical matters but do not know how to address the issue. Once the issue is identified, board chairs and corporate secretaries who are skilled at curating materials and coaching directors can help to reorient board discussion.
Board materials and director engagement are among the issues that we discuss with our clients in the course of our board effectiveness practice. We would be happy to discuss these and other board effectiveness issues with you.