How the Best Boards Balance Oversight and Management

With the right balance, boards can be catalysts for enduring success.

- ROOPA KUDVA

IN BOARDROOMs everywhere, one question quietly lingers: where does strategic oversight end and operational interference begin? As someone who has served both as CEO of a publicly listed company and as an independent director on the boards of diverse organisations, I have experienced this dilemma from both sides. What I have learnt is this: good governance is not about rigid boundaries, but about judgement, intent, and trust.

The most effective boards understand the importance of staying focussed on their core role—guiding long-term direction, overseeing risk, and holding management accountable—while resisting the temptation to step into execution. But this is easier said than done.

Oversight vs management

In today’s complex environment and regulatory requirements, the line between oversight and management can blur. Board members are expected to provide strategic input, ensure accountability, and act as sounding boards on critical decisions. But when does this involvement become intrusive?

For example, I recently spoke with a fellow board member who valued in-depth conversations with the company’s head of marketing, believing his own domain expertise could add value. The CEO, however, felt unsettled. It was a classic governance dilemma.

Direct interactions between board members and senior management can be valuable, but they must be approached with care. The CEO is the primary conduit between the board and the company. Going around them, even with good intentions, risks undermining their authority. It can create confusion, erode trust, and even foster organisational silos.