Coaching Highlight: Forgiveness Versus Permission

You play the “ask for forgiveness” card rather than the “get permission” card.

Insight

One of the most common governance breakdowns happens when CEOs make significant decisions without board approval, then report them after the fact. Much of the conflict that arises in this regard is due to confusion about what significant decisions the board should be making.

A valuable lens is that boards make decisions about what and why questions while the CEO and management is empowered to make all the decisions about how questions. The board exists to set boundaries and authorize direction; when management leaps ahead, it sends the message that the board is ornamental, not essential. A disciplined CEO resists the urge to push past authority lines, and a disciplined board clarifies when and how permission must be sought.

Reflection

• Have I ever found the line between governance and management to be blurry?
• How clear are we as a board on what requires formal approval?
• Do we unintentionally reward a CEO for moving too fast without consent?
• What’s the difference between agility and recklessness in governance?
• How can our board structure preapproval frameworks that still empower management?

Exercises

1. Decision map: Create a chart listing which decisions require board approval, CEO discretion, or joint discussion.
2. Case study: Review a recent CEO decision that bypassed the board. Discuss how it could have been handled differently.
3. Scenario planning: Simulate a crisis requiring rapid decision-making. Practice how CEO and board roles stay distinct.
4. Board resolution drill: Draft clear resolutions that state where board authority begins and ends.