Why most board work is outside boardroom

Memory Nguwi

By Memory Nguwi

AS I work with boards during induction for new boards and new board members, I keep coming back to one simple point that many people miss: most board work does not happen in the full boardroom. It happens in committees.

This goes to the heart of how boards actually function and why some boards consistently make better decisions than others. Yet despite this reality, committee work is often treated casually.

Committee membership is rushed, poorly thought through, or shaped by convenience, seniority, or internal politics rather than what the organisation genuinely needs from its governance structures.

Committees are where the real thinking is supposed to happen. They are meant to be the spaces where issues are explored in depth, assumptions are challenged, risks are properly understood, and options are examined before anything reaches the full board.

When committees work well, the board meeting itself becomes a place for synthesis and decision-making, not confusion or grandstanding. When committees are weak, the board meeting becomes a theatre of half-formed views, recycled talking points, and decisions that appear unanimous but are poorly understood. No amount of polished board packs or strong facilitation can compensate for poor committee work upstream.

One issue I keep raising during board inductions, and one that often catches people off guard, is the role of the board chair in committee work. In most cases, the chair should not sit on the board committees.

The most common exception is the nominations committee, where it exists, and even then, the role is usually limited and sometimes ad hoc. This is not about sidelining the chair or diminishing their authority. It is about protecting the integrity of their role and the quality of board-level discussion.

When the chair is not part of committee deliberations, they come into board meetings without being tied to earlier debates or invested in a particular recommendation. They can listen properly, manage discussions with an open mind, and evaluate arguments on their merits rather than on prior involvement.

They can provide space for minority views, slow the discussion when needed, and ensure that all relevant issues are properly examined before decisions are made. That distance matters more than many boards realise.

By contrast, a chair who has been deeply involved in committee work often arrives at the board meeting already convinced of a particular position. That is human nature, not a character flaw, but it creates a structural problem. The chair is no longer just facilitating discussion. They are, consciously or unconsciously, advocating for a view that has already been formed.

Once that happens, it becomes very difficult to run a genuinely balanced discussion, especially when there are strong or competing opinions around the table. Boards that ignore this dynamic often end up with chairs who are both judge and advocate, and that combination rarely leads to good decisions.

This question of roles and boundaries does not stop with committees. It extends to the broader relationship between the board and management, which is another area where confusion quietly undermines governance. Being a board member does not make anyone superior to management.

Serving on a board is a position of trust and responsibility, not a signal of higher intelligence, deeper insight, or greater capability. Board members are privileged to serve, nothing more, and that distinction matters.

In most organisations, executive management understands the business far better than the board ever will. They deal with the realities of operations every day. They understand the customers, the systems, the people, and the trade-offs involved in running the organisation. That knowledge deserves respect.

It should not be discounted simply because someone sits on the board. It is also worth remembering that many executives are themselves board members elsewhere, which makes the artificial hierarchy that sometimes emerges between “board” and “management” even harder to justify.

The roles themselves are clear and should never be confused. The board governs and management manages. The board sets direction, provides oversight, and ensures accountability. Management runs the business.

Problems start when boards drift into managing, often driven by overconfidence or lack of understanding, or when management abdicates responsibility by deferring too easily to the board. A functional organisation depends on both sides staying in their lanes while working closely together in the interests of the business.

Respect in this relationship is not one-sided. Management also has a responsibility to push back when the board starts to lose focus, particularly when this drift is driven by an incomplete understanding of the business or the issue at hand.

Blind compliance does not create good governance. It creates the appearance of harmony while storing up poor decisions that the organisation will eventually have to live with. Thoughtful pushback, done respectfully and backed by facts and clear reasoning, is not insubordination. It is responsible leadership.

At the same time, boards must be willing to be challenged and to admit when they do not fully grasp the detail or the context. There is no weakness in asking questions or acknowledging limits. The real risk lies in pretending to understand issues that have not been properly interrogated. Boards that cannot tolerate challenge often confuse authority with correctness, and that is a dangerous mistake.

Ultimately, what makes the board-management relationship work is intellectual humility on both sides. Boards must accept that they do not know everything about the business. Management must accept that it is not beyond scrutiny. When both approach their roles with humility, respect, and clarity of purpose, decision quality improves, and the organisation is far better served.

The chair’s real job is not to win arguments or to promote a personal view. It is to create the conditions for good decisions by running disciplined, balanced discussions and ensuring that all relevant issues are properly tested.

Distance from committee work helps the chair do exactly that. Boards that take committee structure seriously, respect role boundaries, and value intellectual humility tend to govern better over time. Those that do not usually struggle, not because they lack capable people, but because they have failed to design their governance system properly.

Nguwi is an occupational psychologist, data scientist, speaker and managing consultant at Industrial Psychology Consultants (Pvt) Ltd, a management and human resources consulting firm.

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