When the Chair Is the Problem
A practical guide for boards and CEOs.
By Kirsten Smith, Chartered Governance Professional
Every governance framework assumes the Chair is part of the solution. When the Chair is effective, the board is almost always functional. When the Chair is not, almost nothing else works properly.
This article addresses what to do when the person leading the board is undermining its function. It covers recognising the signs of Chair dysfunction, why these issues are so hard to address, the role of an independent board review, practical pathways for transition (including the role of the Deputy Chair or Senior Independent Director), what the CEO should and should not do, and how to build the feedback structures that prevent a Chair crisis.