I’ve lost count of how many times companies have approached me for strategic guidance under the assumption or premise that their board will not take an active part in the process. Most of the time, it’s the CEO driving the effort, looking for a structured thought process with their top management team to refine a strategic plan that will later be presented to the board for approval. Other times, it is the board itself that pushes for a strategy review—but as a task to be performed by the executive team and later brought back for review. In both scenarios, the board is considered an external checkpoint rather than an active participant. And that’s where the real problem begins.

Why Are Boards Left Out of Strategy?

Whenever I ask why the board isn’t involved in strategy, I get the same kinds of answers. Some are framed as practical constraints, others as deeply ingrained beliefs about governance. But at their core, they reflect a fundamental misunderstanding of what a board’s role should be.

1. “Strategy isn’t the board’s job.” Many executives and board members themselves believe that strategy falls entirely within the executive team’s responsibilities. They see governance as a function of oversight, risk management, and financial control—things that happen after a strategy is defined, not before. This belief reduces the board to a reactive body, rubber-stamping decisions rather than shaping the company’s future.
2. “The board doesn’t understand the business well enough.” Some executives assume their board members lack the industry knowledge or operational insight to meaningfully contribute to strategy. They see them as experienced professionals with general business acumen but not as expert thought partners in strategy formulation. As a result, they limit board involvement to high-level reviews, a few challenging questions, and, ultimately, an approval process rather than a collaborative effort.
3. “Involving the board slows us down.” Another common argument is that bringing the board into strategy discussions makes the process bureaucratic and inefficient. Some executive teams prefer to refine the strategy internally, believing they can work faster without additional interactions with the board. While speed is important, excluding the board leads to shallow governance, where strategy is disconnected from the long-term vision the board is responsible for safeguarding.

Each of these assumptions is not just flawed—they actively weaken the company’s strategic governance. Boards that remain on the sidelines fail at their most fundamental duty: ensuring the company’s long-term success and sustainability.

The Benefits of Board Involvement in Strategy

Excluding the board from strategy development isn’t just a missed opportunity—it’s a strategic handicap. When boards and executive teams collaborate from the start, both sides gain invaluable insights and strengthen their ability to lead effectively.

For Boards: A Seat at the Table, Not Just a Vote

Many board members operate at a high level, far removed from the day-to-day realities of the business. While they may not have deep operational or market-level knowledge, they are still responsible for guiding the company’s long-term success. But how can they do that effectively if they lack a real understanding of the business’s key drivers, market forces, and future challenges?

Participating in the strategic planning process provides board members with:

• A Structured, Focused View of the Business – Instead of receiving fragmented updates across multiple meetings, they get a clear, structured deep dive into the company’s competitive landscape, internal challenges, and strategic opportunities. This levels the understanding across all decision-makers and ensures the board is aligned with reality, not just high-level reports.
• Stronger Relationships with the Top Team – Engaging in strategy discussions allows board members to interact directly with the entire top management team, not just the CEO. It builds trust, strengthens relationships, and creates open channels of communication that improve governance beyond boardroom formalities.
• A Peer-Level Space for Strategic Debate – Unlike board meetings, which often follow rigid agendas and decision-making protocols, well-facilitated strategy discussions provide a more open setting for board members to exchange perspectives, voice concerns, and engage in meaningful dialogue about the company’s direction.
• Greater Clarity on the Path Forward – Instead of merely approving a strategy they had little role in shaping, board members leave the process with a deeper understanding of why the company is making certain choices, making their oversight role more effective and focused.

For Top Management: A True Thought Partner, Not Just an Approver

For executives, involving the board in strategy isn’t about adding bureaucracy—it’s about gaining a valuable partner in decision-making. The board isn’t just a supervisory body; it is the highest-level thought partner the executive team has, and the only other group that shares responsibility for the company’s direction at the same strategic altitude.

By bringing the board into the process, the executive team benefits from:

• Shared Responsibility in Strategic Decisions – Instead of carrying the full weight of critical strategic choices alone, the executive team engages the board in co-developing the company’s direction. This distributes accountability and strengthens the decision-making process.
• A Shift from Hierarchical Oversight to Collaborative Leadership – Too often, board-executive interactions are limited to formal presentations where the CEO “reports” to the board. Strategy discussions change this dynamic, allowing both sides to operate as a team rather than in a supervisory-subordinate relationship.
• Faster Alignment and More Efficient Decision-Making – When the board has been part of the strategic process from the beginning, future discussions require less back-and-forth. There’s no need for exhaustive explanations, justifications, or “teaching” the board about why certain decisions are being made—they already understand the strategic priorities and goals.

When boards and executive teams work together on strategy, they don’t just make better decisions—they build a governance structure that is more agile, aligned, and prepared for the future.

How Boards Should Engage in Strategy—Every Step of the Way

For boards to truly fulfill their strategic role, they must be involved throughout the entire process—not just when it’s time for approval. Strategy unfolds in four distinct phases: Understanding, Alignment, Planning, and Mobilizing. At each stage, the board has a unique and essential role to play.

• Understanding: During this phase, the board should act as Thought Partners to the executive team. Their role is not to conduct analysis but to ensure the right questions are being asked. They should challenge assumptions, highlight blind spots, and help shape a well-rounded perspective on the company’s external landscape and internal dynamics, while also gaining deeper insight into the business, its challenges, and opportunities.
• Alignment: During this phase, the board takes on its most critical responsibility—setting the ambition and direction for the company. Like a Drum Major, the board must define what success looks like, set the pace, and establish the guiding principles that will shape strategic decisions. This is the moment when the board ensures the strategy is not just about immediate priorities but is aligned with the company’s long-term vision.
• Planning: During this phase, the board must step into two roles—Devil’s Advocate and Decision-Maker. It is their job to pressure-test assumptions, push for a strong, well-balanced portfolio of initiatives, and ensure that strategic priorities are both ambitious and feasible. They must also validate that the company’s focus, resources, and risk appetite align with the roadmap ahead. Their role here is not to micromanage but to ensure strategic discipline and coherence.
• Mobilizing: Once the strategy has been defined, the board must shift to the role of Technical Director—supporting execution while maintaining strong oversight. This means actively monitoring progress, controlling risks, asking tough questions, and making course corrections when needed. A strategy that isn’t regularly revisited and adjusted is unlikely to succeed, and the board must ensure that leadership remains accountable while adapting to changing circumstances.

A board that actively plays these roles isn’t just approving strategy—it’s shaping the company’s future.

Strategy: The Heart of Governance

A board that merely reviews and approves strategy is failing its most essential duty. Governance is not just about oversight—it’s about actively shaping the company’s future.

Boards that engage in strategy throughout its four phases—understanding, alignment, planning, and mobilizing—don’t just strengthen their company’s strategic position; they fulfill their core purpose. By actively participating, they ensure the business is not just reacting to market forces but proactively defining its direction with the right level of ambition, priorities, and execution discipline.

If your board isn’t involved in strategy at every phase, it’s time to change that. Because strategy isn’t just an executive responsibility—it’s a governance responsibility. And a board that governs without strategy isn’t governing at all.

Good Luck!

Ximena Jimenez

Founder – Managing Director LITup

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