Samantha Martin-Williams FAICD
There is hardly a week in Australia without a headline about a chair and CEO who became too close, or a board that seemed tone-deaf to the concerns of its shareholders or the warning signs emerging within the organisation. I have experienced it from both sides, as a CEO and as a chair, and my strong view is that the relationship is too important to leave to chemistry. Boards bring real discipline to strategy, performance, risk, communication and decision-making. Yet the relationship between the chair and CEO, which is so critical to organisational success, is often left to personal chemistry rather than developed with the same care and discipline.
I learned this most clearly from something I did not get right the first time. Following the merger of two mutual banks to create a substantial customer-owned financial institution, the new board brought together directors from both sides of the transaction.
As chair, I assumed we would work together naturally. We were two customer-owned banks with similar cultures, communities and customers.
The difference turned out to be the level at which each board was accustomed to operating. One board was overseeing a whole-of-business digital transformation that required directors to engage closely with operational detail; the other had engaged at a much more strategic level given its priority roadmap. Around one table, that had the potential to produce mixed messages. We had not established a shared understanding of where and how the board would add value, leaving our CEO to navigate differing expectations. The resulting tension reflected a lack of clarity on our part, rather than the constructive challenge we wanted to provide.
What changed things was not a personality fix but a deliberate effort to establish how we would work together. The Chair, board and CEO sat down together to co-design the principles of how we would operate: what good looked like in practice, and what it didn’t. I think of this as the soft infrastructure of governance, less visible than a charter or a delegations framework but every bit as important. The result was a high-trust, high-challenge relationship with very clear boundaries, and it accelerated the momentum we were able to build for our people, customers and communities.
None of it is set and forget.
The chair's role is always on, and the conversations leading into and out of board meetings are micro touch points that can have a significant impact. The stakeholder landscape is becoming more complex. In my experience chairing an airport board, the stakeholder landscape includes government, commercial and community interests, with strong expectations around the airport's economic, social and environmental impact.
Aligning different levels of government, each with its own priorities and often no golden thread between them, means a chair and CEO have to work very closely to land a consistent, coherent message.
The subtler risk is what happens as the relationship becomes more comfortable.As trust builds, it is natural to step back and leave things to the CEO that you would not once have left. I call this the trust–oversight paradox, and the test is simple to state and hard to meet: as the trust barometer rises, the oversight barometer must not fall. That means deliberately creating opportunities to hear hard truths, and taking pink flags seriously, those early signs that something is not quite right, which you then test over time or against data. New chairs face their own version of this, needing to build trust quickly without rushing into a false sense of closeness that makes challenge harder later.
For me, it comes back to this. Build enough trust to challenge each other, but not so much comfort that you stop.
The chair–CEO relationship is widely described as the most important in any organisation, and one of the hardest to get right. BoardOutlook's benchmarking data suggests that most boards believe they have it right. The harder question, and the one this roundtable set out to explore, is whether a good relationship translates into good governance: whether it creates the conditions for the board to add value without stepping into management's role.
BoardOutlook recently convened a Global Directors Council roundtable bringing together chairs, non-executive directors and chief executives from listed, private, cooperative, government-owned, regulated and not-for-profit organisations across Australia, New Zealand, Singapore, Hong Kong and South Africa. The discussion drew on BoardOutlook's benchmarking data from more than 300 boards, combining board evaluation and CEO 360 results to examine the relationship from both the board and CEO perspectives, before opening up to a candid conversation under Chatham House Rule. The roundtable was co-hosted by Samantha Martin-Williams FAICD, FGIA, a chair and non-executive director across aviation, financial services and the international screen industry, and President of the AICD's New South Wales Division.
The data offers a reassuring baseline. The working relationship with the CEO is the most commonly cited strength of chairs, identified by 76% of respondents, and CEOs rate collaboration with the board and a trusted relationship with the chair among their greatest strengths. The tension emerges in the improvement data. For CEOs, the standout opportunity is leveraging the board's experience appropriately (20.1%); for boards, it is staying out of management and operational matters (29.2%), even as directors identify a need for greater exposure to management and a deeper understanding of the business (20.2%).
The picture that emerged from the discussion was consistent. Trust is rarely the missing ingredient. What separates strong partnerships from fragile ones is clarity about direction and roles, a cadence of communication that brings the whole board along, and the discipline to maintain constructive challenge as the relationship grows more comfortable. How chairs and CEOs manage those tensions, and how the boundaries between their roles shift depending on the circumstance, sits at the centre of this paper.
Participants returned repeatedly to the idea that the chair–CEO relationship has to be designed rather than assumed. The co-host's experience of a merged board, where differences in the level of operational detail directors were accustomed to created ambiguity until the Chair, board and CEO co-designed how they would work together, helped frame the discussion. Others had reached the same conclusion by different routes. One chair described setting out, at the start of each chairmanship, their view of the organisation's priorities, their personal style, and their own strengths and weaknesses, then inviting the CEO to challenge those views and agree on a shared approach.
Style matters too. One director described a chair and CEO with very similar, forceful styles who were slow to address an emerging problem, and argued that complementary styles can help identify and address a broader range of issues in periods of significant change. The co-host also pointed to recent Harvard Business Review guidance making a similar case from the CEO's perspective: be deliberate about the chair relationship from the start, and be explicit about which decisions sit with the CEO, which need the chair, and which need the full board.
Source referenced: Michael D. Watkins, "How New CEOs Can Build a Strong Alliance with Their Board Chair," Harvard Business Review (August 2025)
One model resonated with much of the room: clarity builds trust, and trust enables challenge. Clarity takes two forms, directional clarity about where the organisation is going and role clarity about what the board and executive are each there to do. Where the chair and CEO are not aligned on both, the relationship rests on a shaky foundation, however strong it appears.
A chair of a large member-owned cooperative illustrated the cost of its absence. The board they joined was regarded as dysfunctional, but the underlying problem was the lack of an agreed strategy, which had led to conflict with successive CEOs. Stability came only with a long-term strategy, reviewed annually, that board and executive genuinely shared.
Three failure modes were described for relationships that lose this footing: performance, where one party goes through the motions without genuine commitment; avoidance, where one manages around the other; and warfare, where interests are openly opposed. The experience in the room, consistent with what BoardOutlook observes across evaluation cycles, was that once a relationship starts down that slope, it can be very difficult to restore.
Several directors cautioned against treating the chair-CEO relationship as one between just two individuals. The chair sits at the junction between the board and executive, and part of the role is helping the whole board build its own confidence in the CEO, without management spending its time servicing individual directors.
How much information should flow was a point of genuine difference. One cooperative chair holds a structured weekly hour with the CEO, focused primarily on strategy, which becomes a one-to-two-page note for every director; in a business whose directors are questioned by members daily, that is essential. The same chair acknowledged that listed-company CEOs might be less comfortable with this approach. Others preferred informal opportunities to connect, such as a dinner before board meetings with executives present. Several chairs felt informal contact, often two or three conversations a week, builds more trust than any formal report.
"Noses in, fingers out" was widely endorsed as the default, but nobody argued the boundary between board oversight and management is fixed. As one participant put it, there is no hard and fast rule.
The recent emergency rescue of a major European bank was cited as an extreme case, where the acquiring bank's chair, an experienced dealmaker, led negotiations with regulators, shareholders and the press. Most would have considered that degree of chair involvement inappropriate in normal circumstances, yet it was judged right for the moment. A widely admired Asian banking partnership was described as succeeding because the chair understood the business deeply, backed an ambitious digital strategy through regulatory setbacks, and acted as the CEO's shield with government.
Ownership shapes the boundary as well. On large private and joint-venture boards, owners often expect more informal access to the CEO and board, and CEOs arriving from listed companies can find this unsettling, or even regard it as improper. Part of the chair's role is aligning those expectations early.
Government-owned and partially state-owned companies drew one of the sharpest observations of the session: the chair's role in these organisations can differ significantly from that of a listed company chair. Decisions are shaped by public and political considerations, not just commercial value, and the most effective chairs speak with their CEOs several times a week to keep them aligned with that environment and help them navigate it.
Formal clarity is not enough. A director from New Zealand noted that shareholding ministers' documented expectations can be overtaken by the broader government agenda, and that the monitoring agency a board works with may itself lack continuity. Others described a gap between an organisation's stated and actual risk appetite that becomes visible only when something goes wrong. For boards operating across developing economies, a former banking CEO added, candour with regulators that would be unremarkable in Australia or Western Europe can carry lasting personal consequences.
The co-host identified the tension running beneath much of the discussion. As trust grows, chairs and boards can drift into leaving more to the CEO than they once would have, and may become less receptive to hard truths.
One chair described accountability as the most difficult part of the role to get right: applying pressure for outcomes without leaving the CEO intimidated or unsupported. The chair observed that when a board becomes unsettled with its chair, it is usually because accountability for the CEO has slipped.
On hearing hard truths, the answer offered was straightforward: stay in touch with people across the organisation and remain genuinely open to bad news. One board heard serious concerns from a CFO who, feeling unable to raise them openly, began approaching directors individually. The information was legitimate; the channel was inappropriate, and had to be addressed.
Directors were specific about the early signals that a relationship may be deteriorating. A chair surprised by something the CEO brings straight to the full board may be seeing an attempt to bypass the chair and secure the support of other directors. A CEO who limits executive exposure to the board, formally or informally, may be protecting the team, or pursuing objectives the team does not share.
Mechanisms for surfacing concerns varied by jurisdiction. In South Africa, a lead independent director is expected to gauge board sentiment, intervene where needed, and give other directors a route to raise concerns about the chair. Elsewhere, an independent board evaluation was used to reset a strained chair–CEO relationship. The common view was that pink flags should be investigated and validated, rather than ignored.
Design the relationship rather than assume it: Co-design how the chair, board and CEO will work together at the outset, and revisit those agreements at every significant inflection point rather than relying on chemistry.
Secure clarity before relying on trust: Clarity of direction and roles clarity provides the foundation; without this, trust is fragile and challenge can feel personal.
Bring the whole board on the journey: The chair–CEO relationship should build the board's confidence in the CEO, not substitute for it.
Agree the chair's role in exceptional moments: Establish shared expectations about when the chair may step forward, in a transaction, a crisis or a significant government interaction, and how they step back afterwards.
Hold accountability and support together: The strongest chairs drive outcomes without leaving the CEO isolated or undermined.
Treat pink flags as data: Surprises, bypassed conversations and restricted executive access warrant attention and validation. Independent evidence that examines the relationship from both the board and CEO perspectives helps separate a genuine concern from a misreading.
The effectiveness of the chair–CEO relationship needs to be measured and actively managed, not assumed. BoardOutlook's platform supports boards across the range of performance of processes that make this possible: board, committee, director and chair evaluations, and CEO 360 reviews that capture how the relationship is experienced from both sides of the table.
Where this becomes particularly powerful is in combination with AI. BoardOutlook's AI-powered tool, OutlookIQ, enables boards to explore and interrogate their own performance, evaluation and CEO review data dynamically, rather than relying on static, point-in-time reports. Drawing on a board's own underlying data, BoardOutlook's global benchmarking dataset, and an established governance framework developed in partnership with experienced chairs and directors, the platform as as a thought partner, supporting analysis of CEO performance oversight, succession readiness, emerging board–management friction and strategic priority alignment. Insights are grounded in the underlying data, with source references, and hosting, retention and deletion controls are designed to protect sensitive board information.
For chairs and boards committed to relationships that are both built on trust and open to constructive challenge, BoardOutlook provides the tools, data and structured process to support this in practice.
For information on upcoming sessions or the BoardOutlook platform, please contact the BoardOutlook team at team@boardoutlook.com.
This paper was developed by BoardOutlook based on a Global Directors Council roundtable co-hosted with Samantha Martin-Williams FAICD. Participant contributions are reflected thematically and are not individually attributed, in accordance with the Council's confidentiality principles.