During a governance review at a top-tier insurer, the board chair routinely met department heads without informing the CEO.
Meanwhile, the CEO made sweeping HR decisions without board knowledge. Staff were confused. Executives were disoriented.
The board? Powerless. The insurer lost market share and senior talent. When Chair and CEO roles blur, an organisation drifts rudderless, leaderless, and exposed.
Role confusion is governance sabotage
Accountability breaks down when the Chair plays manager or the CEO becomes monarch. Most governance manuals list responsibilities, but ignore operational behaviour. The issue is not text, it is practice.
Boards must stop assuming mutual understanding. Role clarity is not a relationship; it is a system.
Chair–CEO Governance Alignment Protocol (GAP)
Well-run boards follow this rule: structure relationships like you would structure strategy–with clarity, cadence, and consequence.
- Install a Chair–CEO GAP framework:
| # | Governance Domain | Chair Role (Oversight) | CEO Role (Execution) | Insight |
| 1 | Board Agenda & Papers | Final approval, strategic alignment | Draft inputs, ensure timeliness | Chair ensures “strategy first” agendas. |
| 2 | Strategy Development | Guide priorities, challenge assumptions | Design, consult, execute | Use board retreats for deep dives, not board meetings. |
| 3 | Performance & KPIs | Approve targets, review CEO scorecard | Deliver results, propose remedial actions | Track CEO performance via a scorecard, not gossip. |
| 4 | Stakeholder Engagement | Lead on regulators, shareholders, and board matters | Lead on staff, customers, and partners | Avoid dual speaking: agree on who leads what audience. |
| 5 | Crisis Management | Convene special board sessions | Lead institutional response | Define thresholds for Chair-triggered involvement. |
| 6 | Culture & Ethics | Guard values, intervene in misconduct | Embed tone, act on values | Annual ethics report by CEO reviewed by Chair. |
- Establish monthly chair ceo syncs (30 minutes)
Agenda:
- What is working well?
- Where am I overstepping?
- Where are you under-delivering?
- Any red flags that require board visibility?
- Clarify who speaks for the organisation, and when
Document spokesperson responsibilities:
- Chair speaks on governance, succession, and board decisions.
- CEO speaks on business performance, operations, and execution.
- Embed role discipline into board evaluation
Board assessments should include a “Role Boundary Index” peer-assessed score on whether the Chair and CEO stay in their lanes. Use 360° tools. NB: We can help automate your board evaluation process.
- Codify it
Develop a Chair–CEO Operating Protocol, formally signed and reviewed annually by the Governance & Nominations Committee.
Use the Chair–CEO Governance Alignment Protocol (GAP)
Use this three-part protocol:
- Define the Boundaries. Tabulate roles clearly across governance domains.
- Calibrate the Relationship. Monthly check-ins. Zero surprises.
- Evaluate the Discipline. Annual review. Anonymous feedback from the board and EXCO.
Boardroom Mandate
Clarity prevents conflict. The best boards do not wait for a fallout; they engineer trust through defined roles, documented protocols, and disciplined execution. The Chair governs. The CEO manages. Anything else is institutional risk.
