Why Do So Many CEOs Hand Power to Their Boards?

Andrew Chamberlain
Aug 11
5 min read

Let’s be clear from the start: non-executive directors are not entitled to exercise executive authority. Their role is governance, not management. They are appointed (or elected) to oversee performance, scrutinise decisions, and ensure accountability, but not to make operational decisions or unduly influence operational priorities themselves.

In UK law and best practice governance frameworks (including the Charity Governance Code, UK Corporate Governance Code, and the Nolan Principles), non-executives are part of a collective governing body. They have no individual authority to instruct staff, interfere in operations, or act unilaterally. The Board governs as a whole, and only within the boundaries of its agreed terms of reference and delegation framework.

The CEO, as the senior executive, is accountable to the Board but that accountability doesn’t make them subordinate to individual directors. CEOs are responsible for running the organisation in line with strategy, budget, and delegated authority, not for seeking permission on every decision.

And yet, across the membership and nonprofit sectors, I see capable Chief Executives routinely deferring to their Boards in ways that aren’t just unnecessary but completely unhealthy.

Power is handed over, inch by inch. Operational oversight. Executive decisions. Performance management. And slowly, non-executive directors begin to wield influence far beyond their remit

Why does this keep happening?

1. The Culture of Deference

It starts with a mindset. Boards are often treated as sacred, elevated, and beyond challenge. In charities and professional bodies, the gratitude bias is particularly strong. These are volunteers, after all, giving their time for free. Who wants to appear ungrateful or uncooperative?

But deference can be corrosive. When directors are treated as the “grown-ups” in the room, unquestionable by virtue of position, accountability breaks down. CEOs begin to seek permission rather than offer leadership; and Board members start to believe their involvement is both essential and welcomed, even when it crosses the line into management.

Deference may seem respectful. In reality, it undermines effective governance and fuels dysfunction.

2. Unclear Role Boundaries

In too many organisations, there’s no clear articulation of what the Board does and (crucially) what it doesn’t. Delegation frameworks are absent or outdated. Board terms of reference are vague. Governance policies focus on structure, not conduct.

When roles aren’t clear, people fill the vacuum. Directors weigh in on hiring decisions. They rewrite operational plans. They demand access to staff or data that sits well outside their remit. And when challenged? “I’m just doing my duty.” Without clarity, interference is easily dressed up as diligence.

CEOs need the cover of clear governance instruments, not just for the organisation’s protection, but for their own authority.

3. The Fear of Conflict

Too many CEOs choose peace over performance.

Challenging an overreaching director can feel dangerous, especially when your job depends on Board goodwill. When relationships are fragile, or when Chairs are weak or passive, CEOs often stay quiet. They tolerate the behaviour, hoping it will pass. Or worse, they adapt to it, modifying their own leadership style to avoid confrontation.

But this silence costs the organisation dearly. It signals to the rest of the Board that boundary breaches are acceptable. That the CEO is up for negotiation. That every decision can be revisited.

Strong CEOs need courage; and they need allies. It’s the Chair’s job to hold the line, but it’s the CEO’s job to make sure the Chair sees the line in the first place.

4. Governance Illiteracy

Let’s be honest, many Boards simply don’t understand what governance is.

Governance isn’t management by committee. It isn’t second-guessing staff or becoming a “critical friend.” It’s the disciplined oversight of purpose, risk, and performance. It’s strategic stewardship, not operational meddling; but when directors haven’t been trained, or worse, when they’re recruited for their representational value rather than their skill, the default is often “doing.”

Especially in smaller or lower-maturity organisations, Boards confuse involvement with effectiveness. The more active they are, the more “engaged” they feel.

CEOs must play a key role in addressing this. Governance training shouldn’t be a once-a-year workshop; it should be a continuous conversation. Board development is a leadership function, and it starts with challenging assumptions about what directors are actually there to do.

5. Insecurity in the CEO Role

Sometimes, it’s not about the Board at all. It’s about the CEO.

Inexperienced, isolated, or under-confident Chief Executives may welcome Board involvement as a crutch. It spreads the accountability. It reduces the pressure to lead. If a director wants to chair a project group, or rewrite the strategy, or sit in on recruitment panels, why not let them?

But what starts as collaboration quickly becomes co-dependence. And over time, the CEO's authority erodes, not because it was taken, but because it was given away.

The strongest CEOs I know set and defend boundaries with confidence. They engage their Boards without deferring to them. They invite insight, not interference. And they understand the difference between accountability to the Board and control by the Board.

6. The Chair-CEO Relationship Is Broken (or Missing)

Governance isn’t a solo act. The Chair and CEO are co-leaders of the organisation’s effectiveness, one in governance, one in operations. But when that relationship breaks down, or is never developed in the first place, the CEO is often left exposed. Rogue directors go unchecked; micro-management becomes normalised; and the Board, rather than governing collectively, fragments into sub-groups of influence and interference.

A strong Chair sets the tone. They defend the CEO’s leadership space. They call out poor director behaviour. They ensure the Board acts as one. They hold their peers accountable to the standards of conduct the organisation needs. Where Chairs are absent, passive, or positional, the CEO is often left to manage the Board alone, a risky and usually thankless task.

7. The Legacy of Representative Governance

This is especially acute in membership organisations and federated structures. Board members see themselves as the voice of a constituency, and that voice demands to be heard; but representation is not the same as interference. Directors may be nominated or elected by members, but their fiduciary duty is to the organisation, not to a subgroup. Unfortunately, many Boards fail to reinforce this. And CEOs, wary of political backlash, allow directors to act as if they carry a mandate to intervene in operations.

Clear induction, ongoing development, and, when necessary, courageous confrontation are essential here. CEOs must stand up for the integrity of their executive authority, even in the face of internal politics.