The Board's Governance Role in Interpreting, Challenging, and Guiding Enterprise Strategy

The role of a company's Board in interpreting, challenging, and guiding enterprise strategy incorporates responsibilities and actions to ensure strategic success and long-term value. The Board's fundamental mandate involves providing insight, foresight, and oversight on critical issues that drive the company's governance as it advances its Strategy, operations, financial performance, and stakeholder engagement. Effective boards are characterized by a compelling mission, a transparent engagement model, and impactful information practices, forming the foundation for Board value delivery. They honor core leadership values and skills, such as solid ethics, integrity, and a commitment to progress, while embracing a learning mindset and entrepreneurial energy.

Boards might adopt different interpretations of Strategy to refine their notion of it. These can include seeing Strategy as planning, redefining one's competitive domain, a focused response to overcome strategic challenges, identifying and reinforcing core competencies, or optimizing value impact to stakeholders.

This discussion focuses on the Board of Directors' governance role in interpreting, challenging, and guiding Enterprise Strategy. Underlying this discussion of the Board's role is the position that the Board has a duty to influence shareholder aspirations in favor of achieving enterprise value acceleration through sustainable growth – and scale.

There are three parts to this discussion of the Board of Directors' governance role:

Evaluating the enterprise's focus on and effectiveness at value creation

  • Assessing Board effectiveness and value contribution, and 
  • Strategic engagement with the CEO and executive team to support the development and execution of a value-creation strategy that stewards shareholder aspirations

Here's an explanation of how to successfully deliver on each of these :

Evaluating The Enterprise's Effectiveness At Value Creation

The S-curve is fundamental in understanding enterprises' growth and strategic development. It encapsulates the lifecycle of a business, product, or technology, mapping its journey from inception through rapid growth to maturity and eventual decline unless renewed through innovation. This framework is pivotal for business leaders to anticipate changes, make strategic decisions, and maintain competitive advantage. Step 1: Company current position: Where the company is on its S-curve.

Phases of the S-curve:

  1. Inception (and Early Growth): The initial phase is characterized by slow growth as the enterprise or product struggles to gain market acceptance. Here, investment in building capabilities and market insight is critical.
  2. Rapid Growth: Once the offering gains acceptance, the enterprise experiences a period of rapid expansion and profitability. It's crucial at this stage to optimize processes and scale efficiently to capture market share.
  3. Maturity and Saturation: Growth begins to taper off as the market becomes saturated. Enterprises face increased competition and price pressures, leading to diminishing returns.
  4. Decline: Without innovation or diversification, the enterprise risks decline. Strategic inflection points occur here, demanding shifts in Strategy to deliver value acceleration by jumping to a new S-curve of growth.

Evaluation of the enterprise's effectiveness at value creation considers where the company is on the S-curve and how it performs in that position. Concurrently, the Board must steward shareholder enterprise value aspirations (grow the business, improve operating performance for incremental value improvement, exit, etc). Therefore, the Board members' role is to use their best judgment to influence shareholder value aspirations and steward the achievement of the shareholder mandate.

Strategic Implications and Responses:

Businesses face various external and internal factors influencing their position on the S-curve, including economic conditions, regulatory changes, and internal priorities and capabilities (like leadership & talent commitment to growth, customer intimacy, value differentiation, and operational efficiency). Successful navigation of the S-curve necessitates a proactive approach to these challenges, emphasizing the importance of continuous innovation, talent cultivation, and strategic agility.

High-performing enterprises distinguish themselves by their ability to anticipate strategic inflection points and prepare for them, ensuring sustained momentum even as individual growth curves begin to plateau. They achieve this through strategic foresight, a culture that fosters innovation, and maintaining a surplus of talent capable of driving the next wave of growth. Key strategies include focusing on significant enough market insights before scaling, maintaining distinctive data-driven innovation capabilities, encouraging risk-taking, valuing talent development, embracing change as a constant, and adopting customer-centric strategies that leverage insights from the periphery of their markets and operations ​​.

Evaluating Critical Internal Priorities and Capabilities

Here's a detailed description of the internal priorities the Board must understand and assess the organization against if it is to successfully influence the development and execution of a value-creating strategic plan:

  1. Commitment to Growth: Emphasizes the need for a strong, unwavering commitment to growing/scaling, with strategies aimed at expanding the total addressable market and successfully jumping or driving S-curves to maintain growth momentum. Transitioning from a mindset focused on market share to one aiming for category leadership is essential.
  2. Value Differentiation: Highlights the importance of moving from competing on cost or focus to differentiating through innovation. This involves shifting from offering mere features or solutions to delivering value and fulfilling jobs-to-be-done for customers.
  3. Customer Intimacy: Stresses enhancing customer relationships by transitioning from a selling approach to one that prioritizes the customer experience. This shift aims at evolving from a product/service-based business model to one that fosters customer loyalty and maximizes customer lifetime value (CLV).
  4. Operational Efficiency: Focuses on the integration of data-driven decisions over human intuition to enhance operational productivity. This includes moving from automating simple tasks to implementing autonomous processes, thereby streamlining operations and reducing inefficiencies.
  5. Leadership and Talent: Underlines the transformation of company leadership from business stewards to change agents who can navigate and drive the organization through periods of change. It emphasizes the development of an intrapreneurial capacity, moving from a scarcity to a plethora of talent, ensuring the organization has the capabilities to innovate and scale.

  1. Set the Agenda and Objectives for Analysis:
    • Begin by defining what the Board aims to achieve through the analysis. This could range from assessing the Strategy's alignment with the company's mission and Vision to its responsiveness to market dynamics.
  2. Review Existing Strategic Documents:
    • Examine the current strategic plan, including its goals, key initiatives, and performance metrics. This review sets the foundation for a thorough analysis.
  3. Assess Internal Capabilities and Resources:
    • Evaluate the company's strengths and weaknesses, considering its resources, capabilities, and competitive advantages. Tools like Gap Analysis or VRIO may provide structured approaches for this assessment.
  4. Examine the External Environment:
    • Analyze market trends, competitive landscape, and external factors affecting the company. Frameworks such as PESTEL and Porter's Five Forces can offer insights into opportunities and threats in the broader environment.
  5. Understand Competitive Positioning:
    • Determine how the company is positioned relative to competitors and identify its unique value proposition. This involves understanding the competitive dynamics and strategic moves of other players in the industry.
  6. Evaluate Strategy Implementation:
    • Scrutinize how effectively the current Strategy is being executed. Identify any gaps or challenges in translating strategic plans into actionable results.
  7. Solicit Diverse Perspectives:
    • Engage with a wide range of stakeholders, including employees, customers, and partners, to gain diverse perspectives on the strategic plan and its impact​​.
  8. Highlight Key Strategic Issues:
    • Based on the analysis, pinpoint the company's critical strategic challenges and opportunities. These challenges and opportunities should guide the Board's focus to  areas requiring attention or adjustment.
  9. Formulate Key Strategic Questions:
    • Develop questions that challenge the current Strategy's assumptions and stimulate discussion on potential strategic shifts or alternatives​​.
  10. Synthesize Insights and Formulate Recommendations:
    • Consolidate findings from the internal and external analyses to outline strategic insights. Propose recommendations for strategic adjustments or reaffirmations as necessary.
  11. Communicate and Discuss Findings with Management:
    • Present the analysis and recommendations to the company's executive management team. Facilitate a strategic dialogue to discuss potential adjustments to the strategic plan.

Assessing Board Effectiveness And Value Contribution

Assessing a company's Board of Directors involves a structured approach to continuously evaluating and providing opportunities to improve their effectiveness and contribution to value creation. Here's an outline of the process:

1. Establish Assessment Objectives and Scope:
  • Determine the focus areas of the assessment, whether it's the entire Board, individual committees, or directors. Decide on the goals, such as improving board dynamics, enhancing strategic oversight, or refining governance practices.
2. Measure Against Best Practices:
  • Compare the Board's practices, which include, but are not limited to:
    • Governance Guidelines: The Board's governance guidelines are clearly articulated and reflect the Board's role in value creation, strategy oversight, and company performance.
    • Strategic Board Recruitment: Boards should be strategic about member recruitment to align with the organization's priorities, utilizing a board composition matrix to identify skills and diversity gaps for targeted recruitment.
    • Strategic Planning: Board members should actively participate in creating and implementing the organization's strategic plan.
    • Budget Approval: The Board must approve the annual budget and ensure that it reflects the strategic direction and promotes the long-term fiscal health of the organization.
    • Chief Executive Role Clarity: Clearly define the chief executive's job description and annual expectations to hold them accountable for performance.
    • Chief Executive Evaluation: Evaluate the chief executive's performance annually with the involvement of the full Board to ensure alignment with organizational goals.
    • Audit Oversight: Assess the need for an independent audit to ensure financial statements accurately present the organization's financial position.
    • Use of Consent Agendas: Implement consent agendas to streamline meetings, allowing the Board to focus on strategic discussions rather than routine tasks.
    • Executive Sessions: Schedule regular executive sessions to handle sensitive issues, foster robust discourse, and enhance trust and communication.
    • Board Diversity and Inclusion: Intentionally recruit and engage diverse board members and foster a culture of inclusivity.
    • Board Evaluation: Conduct comprehensive self-assessments regularly to evaluate collective performance and understand individual responsibilities.
    • Board Orientation: Have a formal orientation process for all board members to ensure understanding of their governance responsibilities.
    • Bylaws Review: Periodically review bylaws to ensure they remain relevant and reflect the Board's structure and practices.
    • Chief Executive Board Involvement: The chief executive should ideally be a non-voting member of the Board to provide valuable input without potential conflicts of interest.
    • Board Job Description: Provide written job descriptions outlining expectations and obligations for board members.
    • Managing Conflicts of Interest: Have policies in place to actively manage conflicts of interest and ensure board members act in the organization's best interests.
    • Board Retreats: Hold annual retreats to focus on complex issues and strengthen interpersonal dynamics among board members.
    • Appropriate Board Size: Ensure the Board is appropriately sized to fulfill its goals and remains engaged and manageable.
    • Committees and Task Forces: Form committees and task forces to efficiently use board members' time and expertise.
    • Integrity and Ethical Practices: Cultivate a culture that values honesty, integrity, and ethical dealings backed by robust policies.
    • Information Practices: Implement and maintain an information access infrastructure that ensures effective decision-making with timely, accurate, and relevant data​​.
    • Board Development: Foster continual learning and skill development among board members to challenge organizational thinking and improve decision-making.
3. Choose Assessment Tools and Methods:
  • Employ a variety of tools such as surveys, questionnaires, and interviews. These should be designed to solicit both quantitative and qualitative feedback from board members, management, and external advisors.
4. Perform the Assessment:
  • Conduct the evaluations, ensuring anonymity where necessary to promote honest and candid feedback. Utilize third-party facilitators if required to ensure impartiality and to gain deeper insights.
5. Board Self-Reflection:
  • Encourage board members to reflect on their individual contributions and the overall Board dynamics. This could be facilitated through self-assessment exercises and peer evaluations.
6. Develop an Action Plan:
  • Based on assessment findings, create a clear action plan with specific, actionable steps to address identified weaknesses or areas for improvement.
7. Continuous Monitoring and Reevaluation:
  • Regularly review the Board's performance and the implementation of the action plan. Update the assessment process as needed to ensure it remains relevant and effective.
8. Disclose Assessment Practices:
  • Consider transparency with shareholders by disclosing the assessment practices and, where appropriate, the outcomes of the evaluations to demonstrate accountability and commitment to good governance.

Remember, an effective board assessment is more than a compliance exercise; it's an opportunity for continuous improvement and strategic realignment. Effective boards provide oversight and drive long-term value by ensuring their companies are well-positioned to respond to change and maintain competitive advantage.

Strategic Engagement With The CEO And Executive Team

Strategic engagement between the Board and CEO is not just about oversight and accountability; it's a collaborative effort that leverages the strengths and perspectives of all parties to drive enterprise value, particularly in times of transformation. The Board and CEO must openly and actively embrace effective engagement practices.

Effective Engagement Practices:

  • Shared Vision, Values and Strategy Alignment: The Board and CEO must align on a shared vision and shared values through which they will work to address the internal priorities and achive shareholder aspirations.
  • Enhanced Time Commitment: Directors dedicate more time to Board activities, reflecting the need for more comprehensive governance and strategic involvement.
  • Clear Definition of Roles and Responsibilities: Avoid overlaps and potential conflicts by delineating the Board's and management's responsibilities.
  • Proactive Strategic Involvement: Early participation in strategy development, contributing insights and experience, and stress-testing strategies (and the organization's capabilities to deliver on the Strategy) are crucial for shaping the company's direction.
  • Asking Tough Strategic Questions: Directors should challenge the status quo and ensure that company strategies are genuinely value-creating by understanding how the company and its divisions operate.
  • Leadership Skills and Commitment to Vision Execution: Assessing and ensuring the leadership team has the necessary capabilities to execute the strategic plan, possibly requiring new training or the addition of roles.
  • Active Talent Engagement: Beyond overseeing CEO selection, boards should leverage their networks for talent recruitment and mentor high-performing executives, aiding in succession planning.
  • Operational Engagement Without Interference: Boards can provide valuable insight and input on specific initiatives without encroaching on daily management activities.
  • Informed Decision-Making Through Diverse Insights: Leveraging the Board's broad perspective to enhance decision quality.
  • Guidance in Driving Transformation: Especially during transformations, the Board's guidance is essential in aligning efforts with the Strategic Vision and ensuring the company has the needed resources.
  • Collaborative Risk Management: Through close collaboration, the Board and CEO can better manage and navigate risks, positioning the company for future opportunities.
  • Frequent and Open Communication: Maintaining regular dialogue fosters trust, ensures alignment, and proactively addresses challenges.
  • Ongoing Education and Development: Commit to continuous learning to remain informed on industry trends, regulatory changes, and governance best practices.
  • Regular Performance Evaluation: Assess the CEO's performance and conduct board self-assessments to meet strategic objectives. Review these evaluations to identify and develop continuous improvement commitments and hold everyone accountable for these commitments.
  • Comprehensive Stakeholder Engagement: Communicate with and consider the interests of all stakeholders to ensure broad-based support for strategic initiatives.


In the complex world of corporate governance, the Board of Directors plays a pivotal role that extends beyond oversight, venturing into the strategic realm where the shaping of shareholder aspirations becomes crucial. This duty involves steering the enterprise towards value acceleration, ensuring that growth is not just momentary but sustainable and scalable. It's a call to Boards to harness their collective expertise and foresight, challenging and guiding CEOs and executive teams to navigate the intricacies of market dynamics and technological advancements. This strategic engagement is foundational to crafting strategies that resonate with shareholder values while propelling the company forward.

The Board's commitment to this cause demands a nuanced understanding of the enterprise's position and potential, guided by frameworks like the S-curve. This involves a deep dive into evaluating the enterprise's effectiveness at value creation, assessing Board effectiveness, and contributing to a value-creation strategy that aligns with long-term aspirations. It's about creating a synergy between Board oversight and strategic innovation, ensuring the company's trajectory is one of growth, resilience, and adaptability.

Hence, the call to action for Boards is clear: embrace the duty to influence and reshape shareholder aspirations towards sustainable enterprise value acceleration. It's an invitation to engage deeply, challenge constructively, and guide strategically, fostering an environment where growth and scale are not mere objectives but integral to the company's DNA. Let's move forward with a commitment to strategic governance that underpins the future success of enterprises, leveraging the Board's unique position as a catalyst for enduring growth and value creation.


Mark Jacobs stands as a distinguished figure in the realm of business acceleration and strategic growth for mid-life, middle-market companies. Jacobs's expertise is grounded in a deep understanding of the challenges and opportunities unique to this area. His visionary approach is further evidenced by his leadership in the creation of the SmartScale Lab, a pioneering initiative designed to unlock rapid enterprise value growth through a blend of innovation, customer-centric strategies, organization transformation and scalable business models. Jacobs's role in the creation and execution of these strategies from the Boardroom through the front line underscores his capacity to not just envision but also actualize paths to significant value creation, marking him as a pivotal figure for businesses seeking to understand how to transcend traditional growth barriers.

Disclaimer: The views and opinions expressed in this blog are solely those of the authors providing them and do not necessarily reflect the views or positions of the Private Directors Association, its members, affiliates, or employees.

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