---
id: "prereq-corporate-governance-d7"
type: "prereq"
source_timestamps: ["§ What Boards Must Demand"]
tags: ["board-of-directors", "fiduciary-duty"]
related: ["claim-boards-failing-governance"]
reason: "Required to comprehend why the authors are calling for boards to bypass the C-suite for raw data, which traditionally borders on 'meddling.'"
sources: ["governance"]
sourceVaultSlug: "hbr-seg-governance"
originDay: 7
articleStem: "hbr-sig-59-consensus-decision-making"
sourceUrl: "https://hbr.org/2026/04/decision-making-by-consensus-doesnt-work-in-the-ai-era"
sourceTitle: "Decision-Making by Consensus Doesn’t Work in the AI Era"
---
# Basic Corporate Governance and Fiduciary Duty

**Why required:** Required to comprehend why the authors are calling for boards to bypass the C-suite for raw data, which traditionally borders on 'meddling.'

The argument that boards are failing their fiduciary duty by accepting filtered reports (see [[claim-boards-failing-governance]]) assumes the reader understands the traditional division of labor: the **Board of Directors** does oversight (hiring/firing the CEO, major acquisitions, risk oversight) while the **C-suite** does execution. Governance norms like 'noses in, fingers out' set the default boundary that [[contrarian-board-meddling]] and [[action-boards-demand-raw-signals]] deliberately push against.


## Related across articles
- [[prereq-board-fiduciary-duties]]
- [[prereq-corporate-governance-structures]]