Bood on Board is a must-read monthly newsletter that shares governance stories and tips for leaders who want to add more value to their boardroom experience.

Spring is in the air: I love the Spring season. Flowers are bursting out here in Victoria. Cherry blossoms are already on their last legs but my front yard has a beautiful tree with dark pink flowers that blooms at the end of April each year. It makes me happy. It is almost enough to enjoy the patio cleaning that is waiting for me.

PowerPoint Frustration: Everyone will tell you that AI will create a perfect PPT in minutes. Well it might be, if you have an IT team to set it up properly. Oh yes, I have quickly generated decent-looking PPTs with Gamma, Copilot and ChatGPT. However, it didn’t follow my template - and it took liberties with my brand / format instructions. I will have to go back to outsourcing the work, living with “good enough”, or doing it myself manually (not my highest and best use). I will never get those hours back, and refuse to spend more figuring it out. Vent complete. Let me know if you found the solution.

New Tool - Scoring Your Board Meeting: Have you come out of a board meeting after talking through a complex topic and wondered if the board added value to the discussion. I have a new one page cheat sheet - see below under Free Resources - to assess whether the board was well positioned to add value and whether it actually did.

Most boards do not set out to micromanage.

They get there by degrees: a report includes too much operational detail, a director follows a thread out of curiosity, management answers at the same level, and suddenly the board is spending valuable time on matters that are clearly management’s job.

I am not talking about the grey zone. Some issues do sit in a legitimate overlap area because they may affect strategy, risk, reputation, or organizational performance. That is different.

I am talking about the clear weeds: operational detail that does not require board attention and does not benefit from board-level debate.

When boards spend too much time there, the cost is real. It can slow decisions, drain management time, dilute accountability, frustrate executives, and leave less room for the discussions that actually help move the organization forward. That is a poor use of scarce board time.

The good news? This is usually fixable.

Each person in the room - management, the chair, the governance professional and individual directors - can take steps to elevate the conversation.

In most cases, boards do not end up in the weeds because directors are trying to be difficult. They get there because the material, the meeting, or the conversation was not framed at the right altitude.

The real issue is often not the question

When directors ask operational questions, the instinct is to blame the director.

Sometimes that is fair. But often the deeper issue is one of these:

That is why this is not just a director issue. It is a board materials, chairing, governance support, and director discipline issue.

1. What management can do: keep the board at the right altitude

Board materials shape board attention and behaviour.  And appropriate disclosure builds trust. 

Directors naturally react to what is in front of them. If management puts operational detail in the package, directors are more likely to ask operational questions. If management frames the issue around strategic implications, risks, trade-offs, and decisions, the discussion is more likely to stay where it belongs.  If trust has been broken, more detail will be necessary.

A few practical moves help:

🔑 Be explicit about the purpose.
At the start of the report, say whether the item is for information, discussion, monitoring, or decision. Also state what kind of engagement is actually needed from the board.

🔑 Lead with why it matters.
Do not start with background detail. Start with the relevance to strategy, performance, risk, stakeholder impact, or a key board responsibility. If you cannot explain why the board needs it, reconsider whether it belongs in the package at all.

🔑 Write for a board, not an executive team.
Board reports should not read like internal operating memos. Replace activity summaries with insight. What matters here? What has changed? What are the implications?

🔑 Cut detail that triggers low-value discussion.
Do not bury the board in process description, small changes, workflow explanations, or lengthy operational backstory unless it is genuinely material, such as changing risk or operational capability gap improvements.

🔑 Point the board to the right questions.
If you want director input to be strategic, ask for it directly. Signal the trade-offs, assumptions, or risks where board perspective would be useful. Boards usually want to discuss the big picture; pull them there.

🔑 Use dashboards and exceptions well.
Establish reporting triggers to reduce lengthy ordinary course reporting. Routine matters often belong in a dashboard or short written update. Use the agenda to discuss a variance, pressure point, emerging risk, or decisions.

🔑 Respond at the board level, even when the question is not.
When a director asks for operational detail, management does not have to follow them all the way down. Often, the better response is to answer briefly and then bring the conversation back to what matters for the board. Sometimes that sounds like: “We can certainly follow up on the operational detail, but the main point for the board is…”

The practical test for management is simple: Does this report invite oversight, or does it draw the board into issues management should be working through? Is extra detail justified?

2. What the chair can do: redirect without shutting people down

Once the board starts drifting, the chair matters a great deal.

A strong chair does not embarrass directors for asking questions. But the chair also does not let the board spend twenty minutes on something that is clearly operational and low consequence.

A few techniques to try:

🔑 Re-anchor the conversation.
When the discussion starts getting too detailed, the chair can help the group reset without shutting anyone down. A few natural prompts are: “Can we pull this back up a level?” “What is the main issue for the board here?” or “Is this something the board needs to stay with, or can management take it from here?”

🔑 Shift from solutions to oversight.
If directors start offering operational fixes, bring the discussion back to management’s judgment, assumptions, options, and readiness.  For example: “Is there a broader implication or decision we need to focus on here?”

🔑 Use the parking lot when needed.
Some questions may be reasonable, but not worth board time. Capture them for follow-up outside the meeting rather than letting them consume the agenda.

🔑 Protect time for the issues that matter most.
Good chairing is not only about managing people. It is about curating the agenda and guiding management in advance, to help manage altitude and time.

The chair’s role is to keep the board from confusing curiosity with contribution.

3. What governance professionals can do: create guardrails before, during, and after the meeting

Governance professionals are often the quiet force behind a better board meeting.

They may not control the discussion in the room, but they can significantly influence whether the board gets pulled into operational territory in the first place.

Their role often starts before the meeting:

🔑 Challenge agenda design.
If the agenda is crowded with routine updates, the board is more likely to spend its energy in the wrong places. Use consent agendas and better triage.

🔑 Coach management on board-ready reporting.
Help presenters move from information dumps to concise, clear, and insightful materials.

🔑 Clarify decision rights.
Mandates, delegation matrices, and approval authorities should make it easier to tell what belongs to management, what belongs to the board, and what may need escalation.

🔑 Support the chair in real time.
A governance professional can help the chair spot patterns, track where discussion time is going, and quietly reinforce role clarity.

🔑 Use post-meeting assessment to identify drift.
After the meeting, ask yourself (and ideally others) whether the board spent time at the right level. If not, was the problem the paper, the agenda, the chairing, or director behaviour?  Use that insight to adjust the next meeting.

This is one of the most useful contributions governance professionals can make: helping the board and management stay aligned on what deserves board attention and what does not.

4. What directors can do: ask whether the question needs asking

Directors also need to exercise discipline.

Not every question that can be asked should be asked in the boardroom. The fact that something is interesting, has not been well articulated by management, or falls within a director’s personal expertise, does not make it a good use of board time.

A better habit is to pause and ask:

Directors repeatedly say that they want to add value and spend their time on the big picture. Here are some tips to assess whether they are doing that:

🔑 Trust, but not blindly.
Boards should not seek certainty on every operational detail. Their role is to apply informed oversight, not to run the organization from the board table. However, management should also understand that if trust has been weakened, it takes time to rebuild.

🔑 Test assumptions.
Directors want to understand if management truly understands the problem and is solving the right problem. They will raise constructive challenge to test assumptions and align on next steps. However, some questions are just curiosity. Directors can ask themselves if their question is testing something that matters.

🔑 Watch for material signals.
Consider if the question is about strategy, risk, performance, or accountability. Capacity strain, significant variances, execution risk, stakeholder impact, or reputational exposure may justify deeper discussion. It may have material implications for the organization. If it doesn’t, it may not be a board-level question.

🔑 Know the exceptions.
A board may need to go deeper during a crisis, in the face of serious red flags, or where operational issues create real strategic or organizational risk. But that should be the exception, not the board’s default posture.

The discipline is not silence. It is asking the kind of question that only the board is there to ask.

A simple question for everyone

When the board starts heading into the weeds, one question helps:

What value is the board adding by spending time on this issue at this level?

If the answer is unclear, it is probably time to pull the conversation back up.

That is how boards protect management accountability, preserve their own time and attention, and stay focused on what matters most.

And that is where higher boardroom ROI is found.

8 Questions to Evaluate Your Board - After your board meeting, ask these eight questions to score how it went.

Strategic Planning Guide - A five-stage roadmap to sharpen your next planning cycle and ensure that board discussions lead to real decisions and results.

Should the Board Approve This? - A six step filter to guide organizations struggling to distinguish between board-level and management-level decisions.

Giving Back by Supporting Non-Profits: Is your organization improving the world on a tight budget? Each year Puimac Consulting Ltd. provides a number of presentations pro bono. Non-profits with limited budgets can inquire for more information and on availability.

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