Most governance literature will tell you the board’s most important function is setting strategic direction — analysing management’s recommendations, approving or challenging the path forward, and ensuring the organisation is working toward its mission.
That’s the right answer. But there’s a prerequisite that rarely gets acknowledged: a board can only fulfil its strategic function when the governance underneath it is working. When meetings are poorly structured, when decisions aren’t properly recorded, when actions fall through the cracks — the board spends its time on administration and dysfunction rather than strategy.
Strategic direction is the goal. Governance process is what makes it possible.
Strategic Direction
The board exists to set and safeguard the organisation’s direction. Management proposes; the board approves, challenges or redirects. The board asks whether the organisation is pursuing the right goals, whether resources are being allocated strategically, and whether the mission is being fulfilled.
What this requires in practice: board members who come to meetings having read the papers, agendas that allocate adequate time to strategic items rather than burying them after hours of procedural business, and a culture where genuine challenge of management recommendations is welcomed rather than treated as disloyalty.
Many boards fail at strategic direction not because of bad intentions but because the agenda is consumed by operational updates and the strategic items are tacked on at the end when everyone is tired. Building the agenda so that the highest-priority strategic item is discussed first — with full time and energy — is one of the most effective changes a Chair can make.
Organising the Board for Strategic Work
The board can only focus on strategy when it is properly organised. That begins with clarity about the organisation’s high-level objectives — written down, agreed by the full board, and visible in every meeting agenda.
Once those objectives are clear, the board can structure itself to address them. Sub-committees focused on specific strategic areas — finance, risk, stakeholder engagement, program delivery — allow board members to develop depth in a particular domain and bring informed recommendations to the full board, rather than having every item debated from first principles at every meeting.
Committees should each have their own agenda, their own minutes, and their own action register. Their outputs — recommendations, reports, decisions within delegated authority — should flow into the full board’s governance record. When that structure is in place, the full board can spend its time on strategic decisions rather than operational detail.
When the governance mechanics run themselves, the board can focus on strategy.
Process PA builds the agenda, captures minutes and motions in real time, tracks actions between meetings, and gives every sub-committee its own workspace — all connected to the full board's record.
Start Free Trial 30 days free · No credit card requiredOrganising the Board-Management Relationship
In organisations with both a board and a professional management team, the boundary between their respective roles is a perennial source of confusion and conflict. The board sets direction and holds management accountable. Management executes. When board members start making operational decisions, and when management starts making strategic ones without board input, both sides suffer.
Clarifying this boundary requires the board to be explicit about what decisions it reserves for itself and what authority it delegates to management. Those boundaries should be documented — in the organisation’s governance framework, in the CEO’s delegation of authority, and ideally reflected in the structure of board meeting agendas.
When the board meets, it should be reviewing strategic performance and making governance decisions — not relitigating operational choices that management has the authority and expertise to make. That requires trust in management, which in turn requires that management’s decisions and rationale are properly documented and visible to the board.
The governance record is the connective tissue between board and management. Complete, current and accessible records are what allow both sides to perform their respective functions without duplicating effort or second-guessing each other.