Two Captains, One Ship -storm
guaranteed
During a governance review at a top-tier insurer, the
board chair routinely met department heads without
informing the CEO.
Meanwhile, the CEO made sweeping HR decisions
without board knowledge. Staff were confused.
Executives were disoriented.
The board? Powerless. The insurer lost market share
and senior talent. When Chair and CEO roles blur,
an organisation drifts rudderless, leaderless, and
exposed.
Role confusion is governance sabotage
Accountability breaks down when the Chair plays
manager or the CEO becomes monarch. Most
governance manuals list responsibilities, but ignore
operational behaviour. The issue is not text, it is
practice.
Boards must stop assuming mutual understanding.
Role clarity is not a relationship; it is a system.
Chair–CEO Governance Alignment Protocol
(GAP)
Well-run boards follow this rule: structure
relationships like you would structure strategy--with
clarity, cadence, and consequence.
1. Install a Chair–CEO GAP framework:
# Governanc Chair CEO Insight
e Domain Role Role
(Oversight (Executio
) n)
1 Board Final DraftChair
Agenda & approval, inputs,
ensures
Papers strategic ensure
“strategy
alignment timeliness
first”
agendas.
2 Strategy Guide Design, Use board
Developme priorities, consult, retreats for
nt challenge execute deep dives,
assumption not board
s meetings.
3 Performanc Approve Deliver Track
e & KPIs targets, results, CEO
review propose performan
CEO remedial ce via a
scorecard actions scorecard,
not gossip.
4 Stakeholde Lead on Lead on Avoid dual
r regulators, staff, speaking:
Engageme shareholde customers agree on
nt rs, and , and who leads
board partners what
matters audience.
5 Crisis Convene Lead Define
Manageme special institution thresholds
nt board al for Chair-
sessions response triggered
involveme
nt.
6 Culture & Guard Embed Annual
Ethics values, tone, act ethics
intervene on values report by
in CEO
misconduct reviewed
by Chair.
2. Establish monthly chair ceo syncs (30 minutes)
Agenda:
What is working well?
Where am I overstepping?
Where are you under-delivering?
Any red flags that require board visibility?
3. Clarify who speaks for the organisation, and
when
Document spokesperson responsibilities:
a) Chair speaks on governance, succession, and
board decisions.
b)CEO speaks on business performance,
operations, and execution.
4. Embed role discipline into board evaluation
Board assessments should include a “Role Boundary
Index” peer-assessed score on whether the Chair and
CEO stay in their lanes. Use 360° tools. NB: We can
help automate your board evaluation process.
5. Codify it
Develop a Chair–CEO Operating Protocol,
formally signed and reviewed annually by the
Governance & Nominations Committee.
Use the Chair–CEO Governance Alignment
Protocol (GAP)
Use this three-part protocol:
1. Define the Boundaries. Tabulate roles clearly
across governance domains.
2. Calibrate the Relationship. Monthly check-ins.
Zero surprises.
3. Evaluate the Discipline. Annual review.
Anonymous feedback from the board and
EXCO.
Boardroom Mandate
Clarity prevents conflict. The best boards do not
wait for a fallout; they engineer trust through
defined roles, documented protocols, and disciplined
execution. The Chair governs. The CEO manages.
Anything else is institutional risk.
