2 – The chair and CEO set the tone, but the board sets the culture
When boards fail to function well, the problem often begins with the dynamic between the chair and the CEO. If the chair dominates the discussion or the CEO takes up all the space, the rest of the board can’t do its job. The relationship between the chair and CEO sets the tone for everything, and it must be built on trust and truth-telling.
The guiding principle is simple: 95% of a chair’s energy should go into making the CEO successful. That means being invisible in public and relentlessly constructive in private. The remaining 5% – the authority to replace the CEO – exists only because shareholders entrust the board with that responsibility. It’s not about power; it’s about accountability.
Across different boards, both extremes have appeared. Some operate like tribunals, with the chair waiting to “barbecue” management at the first mistake. Others foster genuine trust between the chair and the CEO, creating a culture where management can bring problems as openly as successes. That’s when real governance happens.
Healthy board culture isn’t defined by the loudest voice in the room, but by the quality of conversation. When people speak with respect, listen carefully, and challenge thoughtfully, the work becomes not only more effective but far more rewarding.