The CEO and the board: collaboration without replacing each other’s roles
A strong board does not run the company in place of the CEO, and the CEO does not reduce its work to formal approval. The quality of the relationship depends on a clear mandate, timely information and the ability to work together on difficult decisions.
First establish the boundaries of authority
The OECD identifies strategic oversight, management assessment, oversight of risks, major investments and executive succession as key board functions. The CEO is responsible for preparing alternatives and executing within an agreed mandate. The form of authority varies by jurisdiction, board type, articles of association and shareholder agreements. The decision matrix must therefore specify what management decides independently, what requires the board’s advice, and what requires its formal approval.3
Agree an agenda for the year
If every meeting is filled with reporting, no time remains for strategy and risks. Together with the chair, plan separate discussions of the portfolio of bets, capital, people and succession, business resilience and critical external changes. Indicate in advance where decisions are needed, where assumptions need testing, and where only information is required. In the McKinsey survey, unclear agendas, roles and information sharing were associated with lower ratings of collaboration.47
Do not save surprises for the meeting
The CEO should share material deviations and risks before the board receives a perfectly edited pack. A brief update between meetings can have three parts: what has changed, which decision is being prepared, and what help management expects from the board. At the same time, direct contact between directors and management should deepen understanding of the business without creating parallel chains of command. McKinsey associates good communication and transparency with board–CEO collaboration.47
Use disagreement as a resource
The board must be able to test the optimistic scenario, alternatives and the cost of failure. The CEO should show not only the recommended plan, but also the assumptions that could undermine it. After the discussion, record the decision, the accountable person and the conditions for revisiting the issue. This strengthens governance when the board’s role is oversight and strategic scrutiny, while management retains responsibility for execution. The legal boundary is always determined by the specific company’s documents.347
Work separately on trust with the chair
Regular conversations between the CEO and the chair help align priorities, difficult issues and how to involve other directors. Trust does not mean an absence of scrutiny: it enables bad news to be raised earlier, the board’s experience to be requested, and weak decisions to be abandoned without fear of losing authority. For a founder-owner, it is particularly important not to confuse the shareholder role with the executive role. The format of this interaction must reflect the specific company’s articles of association and allocation of authority.347
Questions before a decision
- Can every director explain where advice ends and a board decision begins?
- What bad news reached the board late, and why?
- When did we last discuss succession rather than just the quarterly plan?
Sources
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