The relationship between a chief executive and a board chair has always been a key topic in corporate governance. In earlier years many organisations allowed one person to hold both positions. As governance expectations evolved and regulatory guidance became stricter, more companies began separating these responsibilities. Even today not every organisation follows this model, which often leads to confusion about how the two roles differ and how they should work together.
To provide clarity this guide explores the responsibilities of the board chair and the chief executive, the balance of authority between them and why separating the roles supports stronger governance.
What a Board Chair Does
The board chair leads the board of directors and is responsible for guiding the organisation toward long term stability. This includes ensuring that board members meet stakeholder expectations and uphold transparent practices.
The chair manages how the board operates which includes setting meeting agendas, facilitating discussions and ensuring that all directors are informed. The chair offers strategic guidance but does not manage daily operations. Instead they provide oversight through committees and regular reviews.
Key responsibilities of the board chair
- Driving strong governance practices
- Leading and coordinating board meetings
- Overseeing compliance with regulatory standards
- Making informed financial and strategic decisions
- Supporting effective communication between the board and senior leadership
What a CEO Does
The chief executive is responsible for leading the organisation’s operations. They work closely with senior leadership to implement the strategic plan, evaluate market opportunities and keep the organisation competitive.
A CEO reports directly to the board and provides updates on performance, risk management, organisational culture and emerging priorities such as sustainability or digital security. In some organisations the CEO may also carry the title of president although many larger enterprises appoint different individuals.
Key responsibilities of the CEO
- Communicating board direction to senior leadership teams
- Ensuring daily operations support long term strategy
- Reporting organisational performance to the board
- Representing the organisation in public forums
- Managing executive recruitment and leadership development
How the Roles Differ
The board chair oversees governance while the CEO oversees operations. The CEO manages the organisation’s internal activities and is viewed as the primary decision maker on execution. All members of the executive team report to the CEO.
The board chair is elected by shareholders and leads the board’s oversight work. The board focuses on long term direction, financial health, executive performance and accountability. One of the board’s most significant duties is selecting and evaluating the CEO.
Although both positions contribute to the organisation’s success they operate at different levels. The board chair shapes strategic expectations while the CEO brings that direction to life through daily management.
Finding the Right Balance of Authority
Every organisation structures leadership differently. Some give the CEO broader flexibility while others expect the board chair to play a more active oversight role.
The board chair has authority over the chief executive on key decisions so major actions often require approval from the chair. Even so the strongest organisations encourage collaboration. Open communication ensures that both leaders contribute to long term goals without slowing down important decisions.
Many companies use secure governance platforms from providers like Dess Digital to ensure confidential communication between the CEO and the board chair.
Why the CEO and Board Chair Should Be Separate Roles
High growth organisations often see better performance when different people hold these positions. Here are the main reasons:
1. The board requires dedicated oversight
The board is responsible for long term planning, governance and risk oversight. These responsibilities are difficult to manage effectively if the chair and CEO are the same person.
2. CEOs need full focus on operations
Running an organisation is a full time commitment. Managing the board is also a full time commitment. Combining the two limits effectiveness in both areas.
3. Independent board leadership supports objectivity
Boards increasingly appoint independent directors as chair since they bring unbiased perspective and can challenge the CEO constructively.
4. Clear separation improves accountability
The board is responsible for reviewing CEO performance and setting compensation. Separating the roles avoids conflicts of interest.
Additional Benefits of Role Separation
Beyond fulfilling governance expectations splitting the positions also delivers practical advantages.
- There is one spokesperson for board matters which reduces confusion
- Independent chairs encourage more diverse viewpoints
- The chair can act as a strong liaison between the board stakeholders and management
- A clear power balance prevents decisions from being overly influenced by one individual
Working Together to Meet Stakeholder Expectations
Separating the positions of CEO and board chair strengthens modern governance frameworks. It ensures each leader focuses fully on their responsibilities while still working together to support organisational growth.
A well defined leadership structure helps organisations respond to stakeholder expectations with confidence. When the CEO and chair work collaboratively they reinforce accountability, improve strategic clarity and support sustainable performance.
If you want to explore practical tools that strengthen governance processes, Dess Digital offers resources that help boards and executives work more effectively.
