On a macro level, it seems that governance and leadership are easy to differentiate. The Board of Directors provides governance, or generative (who are we, why do we exist, etc.) and structural guidance ( broad policies/rules by which an organization should function). The Executive Director/CEO provides leadership, or execution of the mission, which includes overseeing the day to day operations of the organization to ensure it is a healthy organization and is moving forward in a positive way. I liked Professor Richie-Babbage’s analogy of the Board of Directors drawing the lines rules on the road and the Executive Director/CEO driving the car. On a micro level, the lines of duty can be come harder to distinguish. A Board of Directors can be too hands-on, which can interfere with the CEO/Executive Director’s ability to execute the mission (I liken this to “too many cooks in the kitchen). In contract, a Board of Directors may be disengaged (not fulfilling fiduciary duty, duty of care, duty of obedience) which may cause a problem with raising enough funds donations, not complying with legal/regulatory filings, not connecting to a shared purpose, and a whole host of other issues. Boards and Executive Directors/CEOs should keep their organizations focused on a clearly articulated mission and make it known to all stakeholders what this mission is. They should work together to set the “tone at the top”and ensure that all stakeholders, (especially employees) know the mission of the organization and buy in to this mission.

Communication between the Board and Executive Director/CEO is key, and roles and responsibilities, while clearly defined, should not inhibit this communication. Successful governance and successful leadership cannot occur in a siloed environment.