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The Board – CEO relationship

 The Board –CEO relationship is an often neglected area when discussing the role of the Board.  Sometimes it is said the main role of the Board is to hire the CEO and if necessary, to terminate his or her services. This is a very simplistic view of governance. Indeed, many Board members during their time on a Board may never have occasion to hire or fire a CEO. But it is a fact that the Board has only one employee, the CEO, and the CEO has only one employer, the Board, not the individuals who comprise the Board. On a day-to-day basis, the role of the employer is represented in the person of the Board Chair/President.

The role of the Chair is critical.  S/he is ‘the go to’ person for the CEO and fellow Board members, helping all to focus on their respective roles and performance. Board members cannot perform well unless they support the mission of the organisation, its strategic direction and the choices that flow from it. Even if substantial preparation is done by the CEO on developing the organisation’s strategy, it must be owned by the Board. Having decided on the strategy, its delivery  and accountability rests with the CEO. There should be clearly defined policies that articulate the respective roles, and specify that the Board -CEO relationship is a partnership. When such partnerships work well, they are very empowering. When they deteriorate, Boards often forget their focus should be the strategic direction and not with day to day management.

There may be myriads of reasons why the Board-CEO relationship sours. The corporate world can be brutal with its all too frequently well-publicised summary dismissals, but the not for profit sector is not immune either. At the problems’ core is that the Board and the CEO are not acting as a partnership. Whether paid or not as directors, directors have a number of regulated obligations as well as understanding the perspectives of others in coming to a viewpoint.  On not-for-profit Boards, people are usually giving their time voluntarily and may come to meetings from very busy working and family lives so deserve to have their time used effectively. This means acknowledging meaningfully skills and experience that individuals bring to the Board. The Board is richer for people with differing skills who are united around the major goal/mission of the organisation.

Whenever there is  a new Chair of the Board, it is essential that person and the CEO talk through expectations of each other, such as the relaying of critical incident information, how regularly, when and where, they will meet to discuss progress around the strategic direction, and agree as to the priority of items on the next Board’s Agenda, and what is for information only and what is for decision. The Chair in partnership with the CEO, needs to ensure that Board members are able to add value and not feel that their time could have been spent more productively elsewhere.  To be clear, these regular meetings between the Chair and the CEO are not just about the mechanics of the Board meeting, but about establishing a genuine working relationship that fosters the overall partnership between the Board and the CEO to move the organisation in the direction of its overall goals. You don’t have to be friends, but you do need to act professionally and respect each other’s significant role. Like all relationships, for the partnership to succeed, you must be committed to it and not give up when difficulties arise.

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