What Is The Relationship Between Management and the Board

The Relationship Between Management and the Board of Directors

An effective partnership between management and the board of directors is essential for well-governed, high performing organisations. Management oversees operations and strategy implementation while the board plays a supervisory role providing guidance and oversight. Constructive alignment between both groups is fundamental to success.


Our scholarship programs give promising individuals the opportunity to gain new skills and become leaders for a better future.

Defining Board and Management Roles

While the board and management have interconnected responsibilities, some distinction exists in their primary roles:

The board of directors holds fiduciary duty to serve the organisation's best interests. Core board roles include guiding strategic direction, overseeing risk management, monitoring performance and shaping ethical culture. Boards appoint the CEO, set executive limitations and evaluate leadership.

Management refers to the executive team led by the CEO. It is responsible for executing strategy and managing day-to-day operations. The CEO serves as the primary liaison between the board and management.

Some overlap exists on finance, performance monitoring, governance and compliance but the board functions at a broader, strategic level. Effective interplay between groups optimizes organizational leadership.

What Are Some Common Challanges in the Management/Board Relationship?

Certain tensions can surface in management-board dynamics:

Strategy misalignment - Where management's approach diverges from board strategic priorities.

Communication asymmetry - Imbalances in transparency where management withholds information or the board seeks excessive reporting.

Trust deficiencies - Relationships lacking mutual respect and confidence in counterpart's capabilities.

Role confusion - Unclear boundaries between board guidance and management decision authority.

Oversight escalation - Directors perceiving the need to increase oversight due to performance concerns or crisis situations.

Proactive steps to foster productive relationships prevent these risks.

How to Build Effective Board-Management Relationships

Some leading practices that enable cooperative board-management relationships include:

  • Clearly define responsibilities for both groups in board and committee charters.
  • Maintain transparent communication channels for regular status updates and emerging issue alerts.
  • Structure board materials and meetings to allow open dialogue between directors and executives.
  • Set unified strategy and performance targets aligned to organisational vision.
  • Ensure management priorities cascade appropriately from the boardroom to operations.
  • Provide comprehensive induction and ongoing education to directors on business operations.
  • Encourage director site visits and employee engagement to deepen operational understanding.
  • Incorporate board input when formulating strategy and management reports.
  • Leverage board member expertise to complement management perspectives.
  • Conduct board assessment of CEO and executive team performance based on agreed goals.

Healthy mutual reliance creates trust and enables robust strategy discussions.

Role of the CEO

As the pivotal link between the board and management, the CEO sets the tone for relationships. Ways CEOs foster productive dynamics include:

  • Serving as the conduit for transparent communication in both directions.
  • Ensuring directors receive reliable, timely information to fulfill duties.
  • Facilitating director access to other executives and operational areas.
  • Aligning management strategies and decisions to board guidance.
  • Providing constructive clarification when directors seek information outside agreed parameters.
  • Creating opportunities for informal relationship-building with directors.
  • Embracing governance practices enhancing accountability to the board.
  • Participating in director appointment and evaluation processes.

CEOs integrating boardroom and management priorities enable cohesion.

Supporting Committee Structures

Board committees allow detailed director-management interactions around topics like audit, risk, remuneration and nominations. Executives support productive committee relationships by:

  • Establishing well-defined committee charters and annual work plans.
  • Maintaining open communication channels with committee chairs.
  • Ensuring committees receive required meeting materials and briefings.
  • Attending meetings to answer queries.
  • Promptly addressing committee requests, reviews and recommendations.

Effective committee governance relies on management transparency and responsiveness.

Fostering a Culture of Governance

Shared organisational culture lays the foundation for board-management relationships. Groups aligned around desired values like integrity, accountability and transparency are more likely to develop mutual trust and common purpose. A culture encouraging respectful debate enables constructive challenge. Directors and management jointly cultivate these attributes at the highest levels to permeate the organisation.

Shared Vision of Success

Focusing both groups on achieving organisational performance and fulfilling the corporate purpose facilitates collaboration. Converged priorities provide checks and balances that optimise strategy outcomes.


Open, constructive relationships between the board and management enable integrated organisational leadership essential to sustainable success. While the board and management have distinct roles, shared vision, cultural alignment and transparent communication cement effective partnerships. Proactive steps to strengthen dynamics result in cohesive oversight, strategy and governance benefiting the organisation as a whole.

Need help?

Contact us for any queries you have about AICD membership, services and advocacy work.


National Office +61 1300-739-119

Contact details 

Find an Answer

Have a question? We can help.

View FAQ 

Give us Feedback

We would love to know your thoughts.

Provide feedback 
This is of of your complimentary pieces of content

This is exclusive content.

You have reached your limit for guest contents. The content you are trying to access is exclusive for AICD members. Please become a member for unlimited access.