Governing up

Governing up

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I've been on both sides of this.

I've been the CEO who walked into board meetings with data-rich papers, well-framed strategy, and a room full of genuine thought partners.

Directors who leaned in, challenged usefully, brought their experience to bear on the decisions that mattered. Those were good boards who felt like a resource.

And I've been the CEO who missed the signs.

It happened during a product launch. The team was heads-down, timelines were slipping, and uptake wasn't tracking to plan.

The data I needed to explain what was happening wasn't yet available so my explanations to the board were incomplete. And I knew it.

I managed expectations as best I could, but the narrative felt waffly even to me. And gradually, almost without noticing it, the board conversations dropped from strategic to tactical. From thought partnership to what felt like interrogation.

In that case, I didn't start losing the board in one dramatic moment. It happened in cumulative small ways. And by the time I felt the room change, I was already paying the price.

That's what I want to explore here. Because in my experience, most board dysfunction isn't really a board problem. It's a confidence problem in disguise.

Dynamic by design

Board dynamics are never static. They shouldn't be. A well-designed board evolves alongside the organisation. This means different skills and capabilities matched to different stages, a radar for external events and macro themes and a filter for what matters beyond the walls of the business.

That dynamism is a feature. The board carries a vantage point the CEO can't fully have. They're watching the same organisation from a different altitude, with different information and different incentives. Properly channelled, that difference is enormously valuable.

But there's a complication.

Because a board also carries the power to hire and fire the CEO. That asymmetry is real and it shapes more than most realise. It means there's genuine risk in leading your board. And when a board over-reaches, when it moves from governing to managing, from providing oversight to substituting judgment, the cost isn't just distraction for the CEO. It creates drag in the business because it undermines the authority the CEO needs to lead.

So the relationship between the board and CEO has to be led carefully. And that's where most CEOs I work are under prepared.

The failure mode no one teaches

Most CEOs are taught how to present to a board. Very few are taught how to lead one. And that distinction matters more than people realise.

Because if you don't actively manage the relationship, the relationship will manage you by default.

The most common failure mode isn't conflict. It's drift.

A few unclear updates. A few surprises in the numbers. A few meetings where the narrative feels reactive rather than led.

And gradually the board's posture changes. More questions. More detail. More opinions. More involvement where involvement wasn't invited.

CEOs usually experience this as overreach. Sometimes it is. But more often, and this is the reframe that changes how you respond, it's a confidence gap in disguise.

When a board starts leaning too far into the business, they're rarely doing it out of bad intent. They're doing it because something has started feeling less clear, less stable or less confidently led. They're trying to reduce uncertainty. And the mechanism they reach for is control.

That's why getting defensive is the wrong response. This feels like pushing back when you need to get clearer or trying to win the room instead of rebuilding the confidence underneath it.

The first job, when the board gets noisy, is diagnosis, by asking one question: Where has confidence softened?

Because if you can answer that accurately, you can address the cause rather than just manage the behaviour.

The board is not one audience

Here's the second factor most CEOs get wrong: they treat the board as a single entity.

It isn't.

A board is a coalition of people with different incentives, different fears, different time horizons and different definitions of what good leadership looks like.

Some board members reach for detail when confidence softens. They ask for more numbers, more granularity, more breakdowns and sometimes that's legitimate rigour. Often it's where they go when they don't yet trust the strategic picture.

Others respond to uncertainty by pushing for speed. Bigger initiatives, harder pivots, more action. That's often not ambition. It's discomfort with ambiguity.

Others start asking for more direct access and visibility, which usually means they don't feel they're getting the confidence they need through the CEO channel.

If you communicate to them all the same way, you'll be too generic to create confidence in any of them.

Before your next board cycle, sit down with the list of your board members names and work through four questions for each person.

Tool: Map your board as individuals

  1. What do they need to feel confident? Data, context, early inclusion, direct conversation (it varies by person)

  2. What tends to make them reach for more control? Surprise, ambiguity, gaps in the narrative, feeling excluded from the strategic logic

  3. What part of the business do they fixate on under pressure? Everyone has a corner they retreat to when trust softens. Know theirs.

  4. Where do their interests diverge from mine? Not a threat, just a fact. Better to map it in advance than discover it in the room.

This one exercise changes how you lead the relationship. Because now you're not dealing with a vague sense of tension. You're dealing with knowable dynamics. And knowable dynamics are manageable.

The room is too late

Here's the most important practical truth about boards: If a difficult conversation first surfaces in the boardroom, you are already paying the highest possible price for it.

Once something emotionally loaded lands in a group setting, people don't just process the issue. They process each other. They read tone, status, confidence. They start forming positions in public. And what could have been a useful one-to-one conversation becomes a room event.

That's expensive for trust, for decision quality, and for your authority.

The discipline that changes this is simple to describe and hard to maintain: Get the hard conversations out of the room before you're all in it together.

If there's a weak number in the board pack, pre-frame it.

If there's a controversial decision coming, socialise it early.

If there's a board member who gets reactive when surprised, don't let them be surprised in front of the room.

This is what it means to lead your board as a CEO.

Our role as CEOs isn't just to present information, it's to create the conditions for useful governance. And useful governance requires digestion before discussion.

Remember, there’s a profound difference between walking into a room and saying "I wanted to bring you into this early because I'd value your perspective" and walking in to defend yourself in front of the board.

One builds trust. The other erodes it, even when the facts are the same.

Who controls the meaning controls the room

If you don't actively shape how your board interprets what's happening in the business, they will create an interpretation for themselves. And the board-generated version is usually more anxious, more fragmented, and less useful than the one you could have led.

While numbers do tell a story, facts don't arrive alone. They arrive inside a story.

A missed quarter means something.

A pipeline wobble means something.

A launch delay means something.

The question is who is assigning the meaning. Whoever controls the narrative controls the room.

In the product launch I described at the start, I lost that discipline. I didn't hide anything. But I didn't shape the story either. I let incomplete data create a vacuum and the board filled it with their own uncertainty.

The room dropped from strategic to tactical not because my board was difficult, but because I hadn't given them the narrative to hold.

Narrative discipline isn't spin.

It's a structured way of leading the room's interpretation before the room forms one on its own. Every significant update to your board (whether it's good news, bad news, or complexity) should be able to answer five questions clearly.

Tool: The five-part narrative framework

  1. Here's what happened. State the fact plainly. Don't bury it, don't qualify it to death. The board will trust you more for naming it directly.

  2. Here's what it means. Your interpretation. This is where your judgment lives. Don't leave the meaning vacuum for the board to fill.

  3. Here's what it doesn't mean. Pre-empt the anxiety. If a pipeline wobble doesn't signal a strategic failure, say so. If a launch delay doesn't mean the product is broken, say so. Name the misreads before they form.

  4. Here's what we're doing about it. The response. Concrete, owned and credible.

  5. Here's what I need from you. This is the one most CEOs skip. It's also the one that most clearly positions you as leading the board rather than reporting to it. Give them a useful role in what comes next.

Used consistently, this framework trains your board to expect that you will lead the interpretation.

Over time, the space for anxiety-driven overreach reduces because the narrative is always already led.

Leading the relationship

If your board has started to feel heavier, noisier, or more controlling than it should, avoid treating it as a boardroom problem. Treat it as a relationship design problem.

Unmanaged board relationships don't stay neutral. They drift toward control. And once that dynamic hardens, you're reacting more than leading. You’re still the CEO in title, but not quite in practice.

The work is upstream.

Map your board members as individuals. Know what each of them needs to feel confident. Build a pre-meeting rhythm that gets the hardest conversations out of the room before you're all in it together and lead the narrative before someone else does.

That's what leading a board looks like.

And in my experience, the CEOs who do it well aren't the ones with the easiest boards. They're the ones who designed the relationship with enough intention that the board's considerable power became an asset rather than a constraint.

That's the difference worth building toward.

Tell me, what does your board relationship feel like right now?

You can reach me here.


From The Partnership Playbook Podcast

Here are this week’s podcast episodes for your walk, commute or workout.

LEADERSHIP MOMENTS

EP 182 - 14 min: How to manage your board before your board starts managing you. What happens when your board starts shaping the company more than you do? In this episode, I break down why boards begin to overreach, what’s really driving the pressure, and how CEOs can lead the relationship before the room starts leading them. Listen on Apple Podcasts | Spotify

EP 180 - 11 min: The two sentences GTM leaders should use before strategy pivots (again). What do you say to your GTM team when the strategy changes… again? Strategy shifts are normal in growing companies, but how leaders communicate those shifts determines whether a team re-engages with the new direction or quietly checks out. Listen on Apple Podcasts | Spotify

CEO INTERVIEW

EP 181 - 57 min: The Problem With ‘Owning It All’ in Partnerships with CEO Larry Namer, founder of E-Entertainment. What if global growth was less about money and more about mindset? In this episode Larry Namer reveals the story behind launching a global media giant with just $2.5M and the playbook he used to scale into post-Soviet Russia, China, and beyond. You’ll learn how to build partnerships that last decades (not just deals) and why respecting culture beats imposing strategy every time. Listen on Apple Podcasts | Spotify


When you're ready, there are three ways I can help you:

1. CEO Coaching: For CEO’s who want to lead with clarity and grow their business without sacrificing what matters most. A tailored 12-session experience with three interconnected elements: scaling you as a leader, elevating how you lead others, and creating conditions for sustainable business growth.

2. The Partnership Lab: A 6-week experience for founders, CEOs, and GTM leaders who are done with slow growth and stalled conversations. Learn to rapidly qualify and prioritise high-value partners, Install a system that turns conversations into contracts and capture outsized returns from partnerships that scale. Apply to join the next cohort today!

3. Leadership Events: From Cochlear and Lifeblood to military leaders, I have shared inspiring stories and practical frameworks and insights that shift how leaders leverage partnerships for growth. Book me to speak at your next conference, offsite, or leadership event.

Looking for something different? Send me an email.


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