Emma FitzGerald blog

Navigating the Boardroom: Professional Insights from Both Sides of the Table

Having worked across both the commercial and not-for-profit sectors, I’ve seen a wide range of differences in how boards and executive teams engage with one another. Regardless of the setting - whether it’s charity, PLC, voluntary, or paid - the relationship between the Chair and the CEO is central and the strength and quality of this partnership can have a profound impact on an organisation’s overall performance.

Building a Healthy CEO-Chair Relationship

A productive CEO-Chair relationship relies on both mutual trust and respect. For the CEO, it’s crucial to trust that the Chair will provide guidance, support, and appropriate challenge. Meanwhile, the Chair must also recognise and value the CEO’s expertise and leadership. This dynamic is essential across all settings.

I find that another vital element is clear role definition, which may vary depending on the organisation’s type, but remains fundamentally similar in principle. The CEO is responsible for implementing the strategy agreed with the board, while the Chair and board help to develop that strategy, offering guidance and constructive challenge. Once the direction is established the CEO leads on execution, with the board maintaining oversight. Keeping these responsibilities distinct is fundamental, regardless of the sector.

Governance and Board Dynamics

Effective governance is, in my view, the backbone of any successful organisation. Mechanisms such as delegation of authority and clear working practices may differ between sectors, but the necessity for robust governance is universal. For instance, I witnessed a situation where the CEO became autocratic, dismissing challenges from board members and keeping the board out of decision-making as far as possible - what I called a subordinated board. 

The Chair’s reluctance to address the resulting conflict allowed dysfunction to build  and, eventually, intervention from a Senior Independent Director was needed with the Chair to ensure the conflict was surfaced in order to restore effective working relationships. This experience highlighted the importance of having a Chair willing to confront difficult issues promptly and demonstrated how a breakdown in mutual respect can lead to significant dysfunction, underscoring the critical need for open challenge and clear governance structures.

Equally, a dominant Chair can be as disruptive as an overbearing CEO. If the Chair insists on imposing their preferences, board dynamics can be destabilised just as quickly. 

The Chair must actively support the CEO in navigating the board, taking responsibility for managing relationships or resolving issues when needed. By freeing the CEO to focus on broader responsibilities, the Chair helps ensure the board functions collaboratively and effectively to deliver organisational outcomes.

Skills and Qualities for Effective Boards

A skills matrix is an invaluable tool, especially for public companies required to publish such information in their annual reports, as it can demonstrate to shareholders the board’s balance and breadth of perspective. However, these tools often overlook soft skills, which are increasingly vital. In my recent experiences, it’s become clear that alongside technical expertise, the capacity to foster relationships and facilitate constructive contributions from all members is paramount.

Looking ahead, emotional intelligence will become even more important for Chairs. While technical knowledge and achievements remain valuable, successful Chairs will need to blend experience, emotional intelligence, and leadership skills to steer their boards, creating an environment where all members feel able to contribute constructively.

The Value in Strategic Planning

In my experience a shared definition of success is crucial. Developing a strategic plan helps clarify what success looks like, and collaboration is required to reach a consensus on this definition. Once agreed, priorities can be determined and reviewed as new challenges arise. For example, in organisations such as charities, financial sustainability may be a particularly pressing concern.

Feedback, Collaboration, and Board Support

Executives must remain open to board feedback. In my 14 years of serving on various boards, I’ve encountered a wide range of executive attitudes - from viewing the board as a necessary nuisance to manage, to genuinely valuing board members as trusted sources of insight. These represent the two extremes of a broad spectrum.

Boards also play a crucial role during challenging times. In crisis management, for instance, the board may engage with key stakeholders - something I have personally experienced, which aligned with my expertise and the organisation’s needs. However, not every CEO is comfortable extending that level of trust, which makes openness to feedback and collaboration all the more important.

On an arms length UK Government Board I recently joined in the energy sector, we have moved from management simply presenting decisions for approval to involving the board from the outset in co-creating the pathways to taking a decision. This early input has significantly improved engagement and shared ownership of the outcome, making strategic planning a more collaborative endeavour.

During implementation, this collaborative approach continues, with the executive team working closely with the board towards the agreed strategy. This reinforces the sense that board perspectives are valued and drives greater commitment.

Key Considerations for Board Members and Executives

For CEOs, it’s worth reflecting on the nature of your relationship with your Chair: Is there genuine trust and respect? Where can improvements be made? For prospective board members, due diligence is crucial - evaluate how the board functions, the CEO-Chair dynamic, and whether your contributions will be valued.

When recruiting new board members, look beyond technical skills. Qualities like curiosity, a willingness to empower others, and the courage to address conflict are invaluable assets for any board.

If you are interested in exploring these topics further and enhancing your understanding of effective board dynamics, don’t miss our upcoming Leadership Lab online workshop on 28 April, at which Emma will be our Chair and Speaker. 

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