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Board of directors business operations involvement

Can a non-committee board member unilaterally question employees?

The level of involvement in day to day business operations for boards and committees vary significantly. Whether a non-committee board member is entitled to question employees completely depends on company culture and the need (or lack thereof) for board members to interact with employees.

The chairman and the Executive Director must establish the level of involvement expected of the board as it relates to day-to-day operations and communication with current or former employees. Furthermore, each board member should have a job description that clearly states their responsibilities and expected actions/behaviors. Inappropriate actions/behaviors must be managed.

Most Executive Directors prefer board members not to have direct communication with employees for various reasons. Board members may inadvertently provide confidential information to staff while employees may provide misleading information to board members. Either way, the authority of the ED is undermined and unintentional conflicts are likely to arise.

Also, it depends what type of questions are being asked by the board member. It’s fairly common for a board member to ask employees how a newly implemented program is functioning or questions about the company’s financials. However, it’s unusual for a board member to question an individual employee about an ongoing investigation or ask an employee to produce reports not already provided to the board or ED. Such questioning and requests are generally up to the ED and then shared with the board if need be.

Establishing a strict no communications policy between board members and employees is often not well received. Thus, it’s important to implement a communications policy that specifically and clearly addresses appropriate and inappropriate behavior.

This entry was posted on Friday, September 4th, 2015 at 8:18 pm and is filed under
Human Resources Management, Workplace Management.
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