The chair and CEO need a relationship capable of carrying difficult truth without confusing support, authority or accountability.
Board effectiveness is visible in the meeting. The chair-CEO relationship is often decided elsewhere.
It is shaped in the call before the papers are finalised, the conversation after an unexpected result, the judgement about what the full board needs to know, and the moment one person must challenge the other without weakening their ability to lead.
This is why a relationship can look entirely professional in the boardroom and still be underperforming. The formal machinery is operating. The informal operating contract is not yet strong enough.
The relationship has two jobs
The first job is institutional: ensure the board receives the information, judgement and access required to govern. The second is relational but not private: create a working partnership in which the CEO can think candidly and the chair can challenge constructively without becoming a shadow executive.
The Institute of Directors New Zealand describes the chair-CEO dynamic as the hinge on which governance performance turns, with trust, challenge, role clarity and disciplined communication at its centre.[1] Those are not soft additions to governance. They shape whether difficult information travels early enough to be useful.
Three conversations between meetings
What the board needs to understand
The chair should not curate the story for management, nor should the CEO use the chair as a gatekeeper to the board. Their conversation should improve the quality of what reaches directors: the real decision, the assumptions underneath it, the dissent inside management and the uncertainty that cannot be removed.
A board pack can be technically complete yet decision-poor. The chair-CEO dialogue should ask whether the board is seeing what matters early enough to contribute - not simply whether every agenda item has a paper.
What the CEO needs from the chair
A CEO needs neither another direct report nor an unofficial boss. The chair can add disproportionate value as a source of context, challenge and perspective, particularly when the chief executive cannot test an issue freely with colleagues who are affected by the decision.
INSEAD research found that boards regarded as effective intensified their interaction with CEOs while remaining outside executive territory.[3] The boundary is not maintained by distance. It is maintained by intent, transparency and restraint.
What must be said before it becomes a board problem
Some subjects deteriorate when deferred to the formal cycle: loss of confidence in an executive, a widening gap between forecast and reality, concern about the board's behaviour, a chair who is drifting into management, or a CEO who is withholding uncertainty because challenge has begun to feel performative.
A mature relationship gives both people a way to name the issue early. Not casually, and not through back-channel governance, but in time to decide how it should be handled properly.
Closeness has a failure mode
Trust can improve information flow, reduce defensiveness and enable better challenge. It can also become over-identification. A chair who is too invested in the CEO's position may soften oversight; a CEO who relies too heavily on the chair may narrow the board's collective role.
The opposite failure is equally costly. Excessive distance can leave the chair surprised and the CEO isolated. The objective is not a friendship standard. It is a governance standard: enough trust for candour, enough independence for accountability, and enough role clarity that both survive pressure.
A working contract worth making explicit
At the beginning of the relationship - and again when the context changes - the chair and CEO should discuss how they will work between meetings: the frequency and purpose of contact; no-surprise expectations; access to management; how disagreement will be handled; when the full board must be engaged; and how each will invite feedback on their own contribution.
In both executive and governance roles, I have found that ambiguity is rarely neutral. If the working contract is not made explicit, it will still exist - assembled from habits, assumptions and precedent. The difficulty is that the two people may be operating to different versions of it.
The most important part is not the list. It is the willingness to revisit the contract when performance, strategy, composition or trust changes. Good governance is not damaged by a strong chair-CEO partnership. It is damaged when the partnership becomes either too weak to carry truth or too entangled to protect accountability.
Questions worth carrying into the room
- What does the chair currently learn too late?
- Where does support risk becoming operational involvement?
- Can both people name a difficult issue before it reaches the formal board cycle?
- When did the chair and CEO last review how their working contract needs to change?
Sources and further reading
- Institute of Directors New Zealand (2025), "Top 5 issues for directors in 2026: are you ready?" https://www.iod.org.nz/news/articles/top-5-issues-for-directors-in-2026-are-you-ready
- Institute of Directors New Zealand, "About board roles." https://www.iod.org.nz/resources-and-insights/new-to-governance/board-roles
- INSEAD (2020), "A Checklist for Boards in the New Normal." https://knowledge.insead.edu/leadership-organisations/checklist-boards-new-normal
- OECD (2023), G20/OECD Principles of Corporate Governance. https://www.oecd.org/en/publications/g20-oecd-principles-of-corporate-governance-2023_ed750b30-en.html
- Institute of Directors New Zealand (2026), "Aligned, not entangled: The quiet partnership that shapes governance from the top." https://www.iod.org.nz/news/articles/aligned-not-entangled-the-quiet-partnership-that-shapes-governance-from-the-top