The chair and CEO relationship: getting the partnership right

Of all the relationships in corporate governance, none shapes a company more than the one between the chair and the chief executive. When it works, the board adds judgement, the executive team moves with confidence and difficult decisions are taken early. When it fails, the symptoms spread quickly: a board that either rubber-stamps or interferes, directors who lose confidence, and a CEO who spends more energy managing upwards than running the business.

Two distinct roles, one shared outcome

The simplest formulation is still the most useful: the chair runs the board, the CEO runs the company. The chair is responsible for the effectiveness of the board as a body: its composition, its agenda, the quality of its debate and its relationship with shareholders. The CEO is responsible for proposing and executing strategy, leading the executive team and delivering performance.

The two roles meet at a few critical points: strategy, risk appetite, senior appointments, and the CEO’s own performance and succession. These are precisely the areas where ambiguity does the most damage. A chair who drifts into operations undermines the CEO’s authority with the team. A CEO who controls what the board sees undermines the board’s ability to govern.

Responsibility	Chair	CEO
Strategy	Ensures the board tests, challenges and ultimately approves it	Develops and proposes it, then leads execution
Board agenda	Owns the agenda and the balance between oversight and forward-looking debate	Contributes items and shapes the executive input
Information to the board	Sets expectations on quality, timing and format	Provides accurate, timely and candid information
Executive team	Forms a view and expresses it through the CEO	Selects, leads and develops the team
CEO performance	Leads the appraisal on behalf of the board	Agrees objectives and seeks feedback
Succession	Owns CEO succession planning with the board	Owns succession for the executive team
Shareholders	Maintains the governance dialogue	Leads communication on strategy and performance
External voice	Speaks for the board on governance matters	Primary voice of the company with clients, staff and markets
Crisis	Convenes the board and protects its independence	Leads the operational response

Separate or combined roles

In much of Europe, separating the roles of chair and chief executive is the expected norm for listed companies, and governance codes generally recommend it, often together with a caution against the outgoing CEO becoming chair of the same company. Combined roles remain more common in some other markets and in founder-led or closely held businesses, where a lead independent director is usually appointed as a counterweight.

Neither structure guarantees good governance. Separation creates the possibility of challenge; it does not create challenge itself. A separate chair who is a former colleague, a close friend or simply conflict-averse may offer less real oversight than a strong lead independent director in a combined structure. What matters is whether the board can, in practice, question the executive, form its own view and act on it when needed.

In private equity portfolio companies and family-owned businesses the vocabulary differs, but the principle holds: someone must be accountable for the board, and it should not be the person the board oversees.

Trust with challenge

The best partnerships combine two things that appear to pull in opposite directions: genuine trust and genuine challenge. The CEO needs to know that the chair is on their side, will support them in public and will not undermine them with the board or the team. The chair needs the CEO to bring problems early, to be open about what is not working and to accept that being challenged is part of the job, not a sign of distrust.

A good chair is the CEO’s strongest supporter in public and most demanding critic in private.

In practice, this means agreeing a few principles at the outset:

• no surprises, in either direction;
• disagreements are raised privately before they reach the boardroom;
• the chair does not give instructions to members of the executive team;
• the CEO does not lobby individual directors to pre-empt board debate.

These principles sound obvious. They are frequently broken, usually under pressure, which is why they are worth stating explicitly when the relationship is new.

The operating rhythm

Strong relationships are built on a predictable rhythm rather than on chemistry alone.

• Regular one-to-ones. A standing meeting, often weekly or fortnightly, with a light agenda: performance, people, emerging risks and the mood of the board. It is the place for candour that would be premature in the boardroom.
• Agenda setting. The chair owns the board agenda but builds it with the CEO and the company secretary, well in advance. A good annual plan protects time for strategy, talent and risk, not only for reporting.
• Information flow. Board papers should be concise, decision-oriented and on time. The chair sets the standard; the CEO is accountable for meeting it. Directors should also have agreed, transparent access to senior executives beyond the CEO.
• Debrief after each meeting. A short conversation on what worked, what concerns the board and what needs to happen before the next meeting.
• Annual review of the relationship. Within the board evaluation, an explicit discussion of how the partnership is working, ideally with independent input.

Warning signs

Most breakdowns are gradual. Boards that recognise the patterns early can correct them before they become a crisis.

• The chair as shadow CEO. Often a former executive, sometimes the previous CEO. Signs include direct contact with the executive team on operational matters, visits to the business without the CEO, or the chair acting as the real decision-maker on hires and investments.
• The CEO managing the board. Papers that arrive late or are designed to reassure rather than inform, difficult topics kept off the agenda, directors briefed selectively and a board that only ever approves.
• Triangulation with directors. The CEO building alliances with individual directors against the chair, or the chair sounding out directors about the CEO outside any structured process. Either pattern erodes trust across the whole board.
• Silence in the boardroom. Few questions, no dissent, decisions effectively taken before the meeting. It can look like harmony; it is often the opposite.
• Visible friction. Disagreement in front of the executive team, investors or the press. By then, the relationship rarely recovers without intervention.

When these signs appear, the senior independent director, or whoever plays that role, should raise the issue with both parties, gather the views of other directors and, if needed, bring in independent support.

Transitions: a new chair or a new CEO

The relationship is most fragile when one side changes. A new chair inherits a CEO they did not appoint, with established relationships across the board and the team. The early priority is to listen: to understand the strategy, the CEO’s view of the board and the board’s view of the CEO before forming conclusions. A new chair who signals immediate doubts, or who appears to be auditioning a replacement, destabilises the whole organisation.

A new CEO needs the chair to be visibly supportive while the board recalibrates its expectations. Chair and CEO should agree, early and explicitly, how they will work together: frequency of contact, the board’s priorities for the first year, which decisions require board involvement and how performance will be judged. Where the previous CEO has moved to the chair, the risk of shadow leadership is at its highest and should be addressed openly, ideally before the appointment is made.

In both cases the selection process matters. The ability of chair and CEO to work together is a legitimate criterion, and it should be tested during the search rather than discovered after the appointment.

Getting the partnership right

The chair and CEO relationship is not a matter of personality alone. It depends on clear roles, a disciplined rhythm and the willingness of both people to combine support with challenge. Boards that invest in it at appointment, during transitions and through regular review govern better and take difficult decisions sooner. Boards that leave it to chance usually discover its importance at the worst possible moment.

Frequently asked questions