High Performance Boards

CHAPTER 21The Chair–CEO Relationship

The partnership between the chair and CEO is the critical catalyst to ensure that the four pillars interact to promote board effectiveness. A healthy relationship between the two may differ in form depending on the company, its situation, and the personality of the individuals – but the essential preconditions are trust and role clarity. It is vital that both the chair and CEO clearly understand their respective roles, which need to be both distinct and additive. In practice, this means that the chair and CEO do not overlap in the work they do. Rather, each performs a unique function, building upon the efforts of the other, to jointly enhance the quality of the board's work.

The chair and CEO must meet regularly to communicate and review issues, opportunities, and problems. Furthermore, their relationship needs to be one of openness and integrity, and be underlined by a clear division of responsibilities. Before looking at the nature of their relationship, it is important to define their respective roles.

The Role of the Chair

The chair is responsible for the leadership of the board. This entails ensuring the effective operation of the board and its committees, in conformity with the highest standards of corporate governance. He or she sets the board agenda, which should be primarily focused on strategy, performance, value creation, and accountability, and ensures that issues relevant to those areas are considered by the board. The chair ...