Last week I asked a slightly uncomfortable question.
Are you over governing?
Because yes, that is a thing.
But if over governance creates paralysis, there is another risk that is far more dangerous. Under governance. And unlike over governance, under governance rarely announces itself loudly. It feels relaxed. It feels trusting. It feels efficient.
Until it isn’t.
In small to medium not for profits especially, culture often becomes the glue. “We’re all on the same page.” “We’ve worked together for years.” “We trust the CEO.” And trust is powerful.
But trust without structure is exposure. Under governance often hides behind good relationships. Board meetings become short. Papers are light. Risks are assumed to be under control. Financials are noted, not interrogated. There is no conflict. There is also no meaningful oversight. And that is not stewardship.
If over governance is about too much machinery, under governance is about too little.
No board calendar. No structured CEO review. Policies approved years ago and never revisited. Risk registers created once and forgotten. No clear Delegation of Authority. Decisions are made informally. Conversations happen outside meetings. Important matters are “handled” rather than documented.
On the surface, it feels agile. Underneath, it is fragile.
Because when something goes wrong, and eventually something always does, there is no evidence of disciplined oversight. And Directors are personally responsible.
Not as volunteers. As unpaid stewards with fiduciary duty.
Under governance is rarely laziness. It is usually one of three things.
Small organisations are stretched. Directors have day jobs. CEOs are wearing five hats. Administrative support is minimal. Governance becomes reactive rather than proactive.
In founder led organisations, the Board may feel like an advisory group rather than a governing body. The CEO holds deep history and vision. The Board defers. Over time, that deference becomes dependency.
Sometimes Directors hesitate to ask hard questions because they do not want to appear distrustful. So they do not ask. But respectful scrutiny is not disrespect. It is governance.
Under governance exposes organisations to:
And the cruel irony?
The very thing Directors hoped to avoid, tension, often emerges later in a much more destructive way. When a funding contract is lost. When a deficit appears unexpectedly. When staff turnover spikes. When a regulator calls. Under governance does not protect harmony. It delays accountability.
Let’s make this tangible. Ask yourself:
If most of these answers are no, you may not have a relationship problem. You may have a structure problem.
In my previous article, I spoke about the risk of over governance. The solution is not swinging to the other extreme. It is disciplined simplicity. A fit for purpose framework that includes:
Under governance is often about avoidance. Over governance is often about anxiety. Strong governance is about clarity.
Let me speak directly to CEOs for a moment. If your Board rarely questions you, do not assume that is a sign of excellence. It may be a sign of disengagement.
High performing Boards are curious. They ask about risk. They probe assumptions. They explore alternatives. If your reports are routinely accepted without discussion, you are missing an opportunity to strengthen your thinking.
The Board is not there to rubber stamp. It is there to elevate.
The Chair holds enormous influence here. They set the tone for scrutiny and safety. A strong Chair ensures:
If a Board is under governing, it is rarely a collective failure. It is often a leadership design issue.
In the previous article, I explored how over governance can suffocate momentum. This is the other side. Under governance can suffocate accountability.
Too much structure overwhelms. Too little structure exposes. Both stem from the same root issue.
Misalignment between ambition, capacity and clarity. Small to medium organisations must be particularly honest about this balance. Because the margin for error is thin.
Before your next Board meeting, consider this:
Strong governance is not heavy. It is deliberate. It is not reactive. It is scheduled. It is not adversarial. It is accountable.
Over governance creates paralysis. Under governance creates exposure. Your role as a Director or CEO is to find the disciplined middle ground and fit it to your organisation.
Where systems are alive, not overwhelming. Where scrutiny is normal, not threatening. Where accountability flows both ways.
If you are unsure where your organisation sits on that spectrum, a proportional governance review can provide clarity. Sometimes the most powerful question is not “Are we doing enough?” or “Are we doing too much?” but “Is this fit for purpose?”
And that question is worth asking before the risk asks it for you.
If this article made you pause before your next Board meeting, it might be time for a structured Governance Health Check. Sometimes tension is not about personalities. It is about clarity, design and expectations. Reach out if you would value an external lens on how your Board and CEO partnership is functioning.
