In Brief
The Problem
Chairs often behave as if they are CEOs, creating conflict and confusion in the boardroom.
Why It Happens
The vast majority of chairs are former CEOs, used to operating as the boss.
The Solution
Chairs need to recognize that they are not commanders but facilitators. Their job is to enable the directors to have effective group discussions.
Most board chairs are experienced leaders. Half the chairs of the S&P 500 double as their companies’ chief executives, and the vast majority of the rest are former CEOs. But the close association of the two positions creates problems. It’s difficult for a board led by the CEO to serve as a check on that CEO—which is precisely why, after the corporate scandals of the 1990s and early 2000s, more companies began separating the roles. However, that division can create another problem: When the chair is not the CEO, there’s a real danger that he or she will start acting as an alternative chief executive, sowing conflict and confusion among the firm’s top managers.