The board does not exist to advise or assist management, but to empower, charge, and evaluate management. A board might “ask good questions” or advise, but these do not constitute its job. They wouldn’t for a CEO with respect to his or her subordinates and they don’t for a board. A governancedestroying CEO-centrism quickly turns the board’s commanding role into the feckless one of advisor. The board does not exist to react to CEO requests, to have its agenda management-driven, or to be either management’s adversaries or its cheerleaders any more than the CEO’s job exists for these reasons with respect to his or her subordinates.
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