BOARD overreach is one of the least understood but most damaging governance failures in organisations today. It does not announce itself with dramatic boardroom battles or high-profile scandals.
It slips in quietly, disguised as “concern”, “help”, or “interest” from well-meaning board members.
Yet once it takes root, it weakens accountability, paralyses management and slowly erodes organisational performance.
In many cases, boards that overreach do not realise the extent of the damage until the organisation is already struggling. That is why understanding and preventing overreach is not optional. It is central to effective governance.
Overreach begins when board members forget their actual job. A board exists to provide direction, set expectations, approve strategy and hold management accountable for delivering results.
It does not exist to manage staff or dictate day-to-day operations. The problems start when individual board members step outside this mandate. It might begin with a phone call to a middle manager, offering “guidance” that is interpreted as instruction.
It might take the form of a board member visiting company premises outside official board business and engaging with staff. It might emerge when board members start questioning operational decisions without going through the chief executive officer.
The behaviour appears harmless at first, but it immediately sends the wrong signal: board members can bypass the structure.
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As soon as that boundary is breached, confusion spreads. Managers are unsure who to follow. Staff begin to prioritise directives from individual board members over formal reporting lines.
Executives feel pressured to check every operational decision for alignment with the personal preferences of board members instead of focusing on results.
Once this behaviour becomes normal, accountability collapses. You cannot hold management answerable for outcomes when board members are directly influencing daily decisions. No executive can drive performance when they must constantly navigate informal instructions from above.
Overreach, therefore, kills initiative and slows execution. Managers act defensively. Decisions are delayed. Innovation disappears because people are afraid to make a wrong move in an environment full of mixed signals.
The cultural damage is even worse. When board members interfere in operations, they demoralise staff. Operational teams want clarity. They want to know who leads them, who evaluates them, and whose instructions count.
Overreach creates conflicting centres of power. Staff end up trying to satisfy both management and the board, which is impossible. Instead of focusing on work, they spend energy reading personalities.
This weakens discipline, reduces productivity and creates an unhealthy internal climate where authority is negotiated rather than understood.
Overreach also destroys governance credibility. Boards that act like part-time executives compromise their independence. They cannot effectively oversee management when they are involved in the very decisions they are supposed to evaluate.
Oversight requires distance. It requires the ability to step back, assess performance objectively and make independent judgments. Once a board becomes entangled in execution that objectivity disappears.
If performance declines, the board cannot hold management accountable because the board itself influenced key decisions. The line between responsibility and interference becomes so blurred that no one can answer a simple question: who is actually in charge?
The effects of overreach are long-lasting. Once the chief executive officer learns to delay decisions until individual board members approve, rebuilding confidence takes time.
Once staff learn that board members can override managers, restoring discipline becomes difficult. Once the board behaves like management, rebuilding its authority as an oversight body becomes a slow and often disruptive process.
That is why the best boards are strict about boundaries. They do not micro-manage. They do not give operational instructions. They do not show up at the organisation without board business. They understand that good governance requires restraint, clarity and respect for the mandate of management.
A simple example illustrates why this boundary matters. Consider a dress code policy. The board might set a strategic guideline such as: “We want the organisation to project a professional image”.
That is a direction about values and culture. Turning that direction into a concrete policy, such as “business formal Monday to Thursday and business casual on Friday”, is management’s role. It is operational.
Boards that start dictating specific clothing items, colours, or the exact details of the dress code are not being helpful. They are crossing into execution. The same logic applies to budgets, recruitment, procurement, performance management, and every other operational area. The board sets the framework. Management implements it.
The organisations that perform best have one thing in common: the board stays in its lane. It focuses on oversight, strategy, risk, culture, and accountability. It leaves execution to the people employed to run the organisation.
It never forgets that power without boundaries is dangerous, even for well-intentioned directors. The damage caused by overreach is real, and the recovery is slow.
Every board should treat overreach as a governance risk. Every board chair should guard the boundary line with discipline. The health of the organisation depends on it.
- Nguwi is an occupational psychologist, data scientist, speaker and managing consultant at Industrial Psychology Consultants (Pvt) Ltd, a management and HR consulting firm. — Linkedin: Memory Nguwi, Mobile: 0772 356 361, [email protected] or visit ipcconsultants.com.
