The Chair-CEO relationship

Should there be a special relationship?

Some governance thinkers have suggested there should be no independent relationship between these two key figures. The chief executive is employed by the board as a whole, not by the chair alone, and therefore accountability should be expressed to the entire body. The reality on the ground is that this is not a view shared by many chief executives, boards or chairs. However, while it is important that the chair and chief executive have an effective working relationship, this should not be at the expense of the wider board-chief executive relationship.

For what purpose?

Chairs and chief executives often meet outside the boardroom to keep the former up to date with key issues in the organisation. Many boards expect their chair to be more familiar with details of the organisation’s strategic actions and activities than other board members. While this expectation is common, it is not a maxim to be applied to all boards under normal circumstances. There may be abnormal circumstances that require the chair and chief executive to ‘sing the same song’ in public. It is then essential that the two leaders be consistent.

It is common for a chair and the chief executive to meet before a board meeting to coordinate and discuss the agenda. This is an ideal time to share perspectives and discuss issues, and for the chief executive to sound out any issues.

How often?

Many chief executives and their chairs meet weekly or more. Under normal circumstances, however, this should not be necessary. A competent chief executive, properly empowered via sound delegation policies, should not need to meet with any member of the board on a regular basis in order to carry out their role.

There is no rule applying to the frequency of chief executive-chair meetings. Circumstances and common sense should prevail. Care should be taken to ensure that these meetings do not become mini board meetings.

A chief executive must not assume that telling the chair about a board issue means the board has automatically been advised. In turn, the chair must ensure they do not become a filter or gatekeeper for information that should be received by the full board.

Document the desired relationship

Where there is board agreement that the chief executive and chair should meet outside of scheduled board meetings, there is value in having a written protocol that governs this relationship. Boards adopting the sample charter will note that it speaks to this relationship in the Chairman Role Description policy as follows:

With the approval of the Board the Chairperson may establish a regular communication arrangement with the Chief Executive in which there is an exchange of information. This might also provide an opportunity for the Chief Executive to use such sessions

as a sounding board for proposed actions or to check interpretations of Board policy. However;

1. The Chairperson will recognise that such sessions are not used to ‘personally’ supervise or direct the Chief Executive.
2. The Chairperson will maintain an appropriate professional distance from the Chief Executive to ensure objectivity and attention to governance matters and concerns,
3. The Chairperson will not inhibit the free flow of information to the Board necessary for sound governance. Therefore the Chairperson will never come between the Board and its formal links with the Chief Executive.