Should management participate in board reviews - BoardOutlook - BoardOutlook

In almost all cases, the management team should participate in a board review process.

The board impacts the business through the management team. The board does not govern the organisation in isolation. The management team bring important perspective about the impact of the board throughout the organisation. This in and of itself is a powerful reason to include them.

There are few issues that are more important to identify than substantial misalignment between board and management team. In board review processes, there are very few ‘tier 1’ issues that invariably lead to major breakdowns in governance and organisational effectiveness. Board/management misalignment is one of these issues, and occurs with far higher frequency than many of the other similar impact issues.

Any meaningful board review process will lead to a number of changes. In almost all cases, these changes will involve actions that must be carried out by the management team. It’s almost always easier to ask people to implement changes that they’ve had input on. In many cases the management team will typical be aware of any issues and self-suggest changes. Participation in the review accelerates the ownership and implementation of any required changes.

There are circumstances where it makes sense to run an introspective board only review process. These are generally where there are major team dynamic issues that need to be resolved. If there are factions or other substantial issues that are preventing the board from regularly reaching alignment, then it does make sense for the board to get its own house in order first. Fortunately, most boards are not facing internal issues of this magnitude.

Whilst your general rule should be to include management, one important caveat is you should only include people who have the visibility to provide accurate feedback. Don’t include members of the management team who don’t work with the board regularly. Doing so risks erratic feedback which can take your process off course. However, in making this judgement, the board should think carefully about the right level of exposure to the management team moving forward. The fact that there are members of the management team with no functional relationship to the board is in itself a discussion point which should be included in your review.

Many boards include the management team by exception, not as a rule. This should be reversed. The management team should be included in any board review process by default and only excluded by exception.