Balancing power: governing board-chief relationships

Professor Andrew Corbett-Nolan looks at the King V code’s higher principles and applies this to universities, NHS trusts and the VCSE

In the complex landscape of public sector and public-purpose organisations—spanning universities, NHS trusts, charities and health regulators—effective governance hinges on the delicate balance between the board and the chief executive.

This relationship is pivotal: the board provides strategic oversight and accountability while the chief executive drives operational delivery and managing local stakeholders. When power is disproportionately delegated to the chief executive, as seen in some higher education institutions for example where vice-chancellors wield significant authority, risks such as diminished scrutiny, ethical lapses, or misaligned priorities can emerge. At GGi we see this syndrome depressingly often. More often though we see the opposite sin of the overly managerial board, which brings a myriad of problems with it.

Drawing from international best practices like South Africa's King V Code and UK-specific frameworks, this article explores key governance principles focused on the CEO-board dynamic. We begin with the overarching principles from King V, which offer a recognised and robust foundation applicable beyond corporate entities, before delving into sector-specific UK codes such as the Charity Governance Code, the Office for Students (OfS) regulatory framework, the Care Quality Commission's (CQC) well-led requirements and the NHS Code of Governance for provider trusts. The lessons? These principles confirm the need for clear delegation, enhanced assurance, and balanced power to foster resilient, accountable organisations.

The foundational principles of King V

Released last October by the Institute of Directors in South Africa (IoDSA), the King V Code on Corporate Governance represents a forward-thinking evolution of its predecessors, incorporating contemporary issues such as AI governance, sustainability and ethical leadership.

While initially designed for South African entities, the five King Committee reports and their principles are recognised as relevant to public-purpose organisations worldwide, including those in the UK, due to its emphasis on ethical outcomes, stakeholder accountability and proportional application based on organisational size and impact.

At its core, King V adopts an ‘apply and explain’ (rather than comply or explain) approach encouraging organisations to articulate the rationale for how they apply the principles of good governance in order to achieve impactful outcomes like ethical culture, value creation and legitimacy.

Central to board-chief executive dynamics is King V’s Principle 1: Ethical and Effective Leadership, which positions the governing body (board) as the focal point of governance. The board must lead ethically, steering strategy, approving policies, and overseeing management implementation without abdicating responsibility. In UK public sector contexts, where chief executives, like vice-chancellors or NHS CEOs, manage much more than day-to-day operations, this principle demands active monitoring of impacts and regular performance evaluations of the board and executive. It counters high delegation by fostering collective accountability, ensuring no single leader dominates. It is also the prescription for the inevitable problems that arise with a micro-managing board.

Principle 5: Composition of the Governing Body addresses structural balance, advocating for a diverse, independent board with a majority of non-executives to enable objective oversight. Key practices include separating the chair and chief executive roles, appointing a lead independent director and succession planning. For universities or charities with empowered chief executives, this prevents power concentration by mandating independence assessments and staggered rotations, promoting challenge and diversity in decision-making. In the NHS there is also the very real dynamic of the chief executive reporting upwards to the centre to accommodate too. A balanced board is also essential to curb non-executive over-reach.

Complementing this, Principle 6: Committees of the Governing Body emphasises using committees to distribute assurance monitoring without relieving the board of accountability. Committees—such as audit, risk or quality—should comprise skilled, majority non-executive members avoiding overlaps or dominance by individuals. In high-delegation scenarios, these structures provide scrutiny overseeing areas like risk management and ensuring collaborative governance. Where this is working successfully executives value rather than find themselves irritated by the ‘air-cover’ that constructive challenge provides.

Principle 7: Appointment and Delegation to Management is particularly pertinent, requiring a clear delegation framework where the board reserves strategic powers while delegating implementation to the chief executive. In the NHS the board assurance framework (BAF) takes a delegation framework usefully further. The chief executive and their executive team serve as the link between board and wider enterprise management, accountable via assurance through the routine of board and committee meetings as well as annual performance reviews.

King V stresses that delegation does not absolve the board, advocating regular framework reviews to maintain boundaries and resource adequacy. This principle directly addresses imbalances, as in universities where vice-chancellors can hold extensive authority, by scaling oversight proportionally.

Finally, Principle 11: Assurance integrates a combined model of internal and external assurances to cover risks, with the board exercising ongoing oversight. In public purpose organisations, where accountability to stakeholders like taxpayers or students is paramount, this ensures high delegation triggers intensified audits and reporting, safeguarding against governance failures.

King V's holistic approach – well worth studying by every UK board member – provides a blueprint for public sector entities, emphasising that balanced power enhances sustainability and trust.

Tailoring good governance principles to the UK public sector

While King V offers universal insights, UK frameworks adapt these ideas to public accountability, regulatory compliance and sector nuances. The various sector codes, often ‘comply or explain’, echo King V's focus on delegation with scrutiny, applying to organisations like charities, universities and NHS trusts. In our work at GGi we are a front-row audience to both good boards and bad, and often the ‘canary in the mine’.

The Charity Governance Code, marvellously refreshed and developed in 2025, outlines eight principles for effective trusteeship, with a stronger emphasis on behaviours, inclusion, and EDI (equality, diversity, inclusion). For board-chief executive relations, Principle 1: Organisational Purpose and Principle 6: Leadership require the board to set strategy and oversee delivery, while the chief executive implements it.

The code mandates clear delegation rules, controls, and reporting to monitor implementation without micromanaging. In charities with delegated authority, boards must periodically review these frameworks, fostering a culture where the chief executive is supported yet accountable. Principle 5: Board Effectiveness calls for regular reviews (every three years externally) to assess dynamics, ensuring independence and challenge. This aligns with King V by scaling scrutiny in high-delegation settings, promoting trust and resilience.

In higher education, the Office for Students (OfS) Regulatory Framework enforces public interest governance principles for English universities, focusing on accountability and student protection. Principle II: Accountability holds the governing body responsible for all activities, including delegated ones, requiring critical testing of management information. The vice-chancellor, as accountable officer, links board and operations, but the board must oversee compliance and notify funders of changes. Principle V: Risk Management demands assurance on risks from delegation, echoing King V's assurance model. For universities with high vice-chancellor delegation—a historic issue—this framework mandates proportional oversight, such as through committees and effectiveness reviews every four years.

Health and social care providers adhere to the CQC's Well-Led Framework, part of its single assessment model introduced in 2024, evaluating leadership and governance. The ‘well-led’ key question assesses if leaders promote high-quality care through effective governance. Boards must ensure clear roles, delegation boundaries, and oversight of the chief executive's performance. In NHS trusts, this involves developmental reviews using the NHS Leadership Competency Framework (2024) focusing on board scrutiny in delegated areas like risk and culture. High delegation requires amplified assurance, such as internal audits, to mitigate failures—as highlighted in recent CQC reports on trusts rated inadequate for well-led.

The NHS Code of Governance for Provider Trusts (2022, with ongoing applicability) reinforces these, requiring a schedule of reserved powers and delegation schemes. The board retains ultimate accountability, with clear divisions: the chairperson leads the board, while the chief executive manages operations. Committees provide balanced oversight, and regular reviews ensure delegation aligns with strategic aims. This code, like King V, emphasises no abdication of responsibility, scaling scrutiny for safety.

Lessons ‘always painful’ from when the balance goes wrong

The principles outlined above are not abstract; they are born from real-world failures where the board-executive relationship is one-sided and falters. Two contrasting pitfalls illustrate this: boards that are too hands-off, allowing unchecked delegation, and those that micromanage, blurring the governance-management divide.

A stark example of a hands-off board is the Mid Staffordshire NHS Foundation Trust scandal, detailed in the 2013 Francis Inquiry. The inquiry found that the board's detachment contributed to appalling patient care with hundreds of unnecessary deaths between 2005 and 2009. Sir Robert Francis QC criticised the board for its lack of oversight, stating: "The board was too hands-off and did not provide effective leadership or oversight, allowing substandard care to persist without intervention." Further, the report highlighted a "lack of effective scrutiny by the board of the executive management," noting that the board "failed to challenge the executive sufficiently" and took "false assurance from good news, and yet tolerated or sought to explain away bad news." This hands-off approach fostered a culture of tolerance for poor standards, prioritising financial targets over patient safety, and underscores the dangers of excessive delegation without robust assurance.

Conversely, overly managerial boards that encroach on operational matters can stifle innovation, create dependency, lead to high staff turnover and quite simply often ‘get it wrong’. In the UK public sector, particularly the NHS, micromanagement has been flagged as a systemic issue. For instance, in 2015, David Bennett, the outgoing chief executive of Monitor (the NHS regulator at the time), accused government oversight of attempting to ‘micromanage’ NHS organisations, creating a ‘dependency mindset’ among leaders. While this refers to higher-level interference, similar dynamics occur at trust boards, where excessive involvement in day-to-day decisions undermines the chief executive's authority.

In GGi’s work we see this depressingly often with boards developing a ‘we know best’ paternalistic approach. This often manifests at just the wrong time which is when the NHS trust concerned starts to encounter regulatory issues. In the charity sector, the National Council of Nonprofits (with parallels in UK VCSE organisations) notes that "high staff turnover and burnout are frequently linked to board governance issues, including micromanagement."

A UK example is seen in some NHS trusts where boards, fearing regulatory scrutiny, delve into operational minutiae—such as dictating specific management actions or asking for deluges of assurance papers—leading to inefficiency and executive frustration. Such micromanagement represents unhelpful and usually dangerous ‘command and control’ that erodes professional autonomy and hinders agile decision-making.

These cases highlight that imbalance in either direction—too much delegation without scrutiny or too little respect for the management divide—invites governance failures. King V and UK codes aim to prevent this by promoting calibrated oversight.

As external reviewers we often see early warning signs and boards should be vigilant themselves. ‘Tells’ of an imbalance often surround disagreements over matters such as the ownership of strategy, executive disengagement from the usefulness of committee assurance meetings and – strangely enough – weak or disempowered company secretaries. Another warning sign is as simple as overly-long assurance papers using what I call the ‘kitchen-sink’ approach – throwing without thought or discernment everything conceivable into an assurance paper so that nothing is possibly missed.

Practical implications and recommendations

Across these frameworks, a common thread emerges: delegation to the chief executive needs to be significant in the fast-paced world of the UK’s public and charity sectors but demands carefully calibrated board scrutiny and assurance to maintain safety and accountability.

Public-purpose organisations must adopt clear frameworks, independent compositions and robust evaluations. For instance, in universities, blending OfS principles with King V could involve biennial delegation audits; in charities, integrating focused reviews; and in NHS trusts leveraging CQC assessments and the triannual independent developmental well-led reviews for cultural oversight.

To implement effectively:

• Have open conversations about this issue as part of ongoing board development.
• Develop a delegation matrix reserving strategic decisions for the board.
• Don’t become closed and risk developing tunnel-vision. Conduct regular effectiveness reviews with external facilitation.
• Foster a culture of challenge through diverse boards and committees.
• Use combined assurance models for risk monitoring (the NHS model of the board assurance framework is particularly helpful and if properly developed very practical).

Where we see thoughtful alignment of these principles GGi finds that public sector leaders can ensure balanced governance, ultimately benefiting service users, other stakeholders and society.