The Clore Social Leadership Programme
A marriage made in heaven?
The relationship between
Chairs and Chief Executives
in charities
Penelope Gibbs
November 2011
A marriage made in
heaven? The relationship
between Chairs and Chief
Executives in charities
November 2011
Contents
About the author 2
Charity Governance in Context
2
Executive Summary
3
Background3
Recruitment4
Communication, roles and expectations
6
Tenure8
CEOs’ relationship with Chairs
9
Chairs’ relationship with CEOs
11
Interaction between Chairs and other Senior Managers
12
Challenge, Tension and Conflict
13
Friendship and chemistry
16
Breakdown17
Support19
Conclusion20
1
Photograph: Geoff Wilson
About the author
Charity Governance in Context
Penelope Gibbs is one of the 2010
cohort of Clore Social Fellows. The
Clore Social Leadership Programme
seeks to build leadership capacity in
the third sector at a time when the
challenges and complexities
of leadership in the third sector
continue to grow. Penelope is also
Director of Out of Trouble: the Prison
Reform Trust’s programme to reduce
the number of children and young
people imprisoned in the UK. In this
capacity she leads a team which lobbies
public and local government, promotes
the cause in the media and uses the
internet to gather and motivate public
support.
There is increasing emphasis on the
capacity of the Voluntary Sector – to
deliver statutory contracts and services,
to facilitate the Big Society and to serve
a broader and more diverse set of
beneficiaries. But is governance of the
sector sufficiently robust to meet these
demands? Regulation of charities is
already light touch. There is no active
inspection of charities’ activities or
accounts as there is with, say, schools.
And regulation is likely to be even less
intensive, given cuts to the Charity
Commission, the public body which
regulates charities in England and
Wales. All this means good governance
is essential.
Penelope was previously Director of the
Voluntary Action Media Unit (VAMU) –
a three year lottery funded project
which aimed to improve the
relationship between charities and the
media. Before moving to the voluntary
sector, Penelope worked in the media.
Penelope is married, with two teenage
girls and lives in Kentish Town,
London. In her spare time she is a
Trustee of the Family and Parenting
Institute and of CharityComms. She
also sat as a magistrate for three years.
Great efforts have been made to
improve governance in the sector. The
Home Office funded the Governance
Hub which ran from 2005 to 2008. The
Governance Hub researched the needs
of the sector, developed and promoted
standards and provided information
and support. It also raised awareness of
trusteeship with the public, and of the
needs for good governance, and where
to find support, within the sector. Since
the closure of the Governance Hub,
ACEVO, NCVO, Charity Trustee
Networks (now CTN) and New
Philanthropy Capital have run events
and published guides on good
governance. Some of these
organisations offer discussion forums
for CEOs and trustees, and ACEVO
mediates between Chairs and CEOs
whose relationship is in crisis. CTN is
developing a “Chairs in crisis” service.
“It’s always a changing relationship. Sometimes you are
prodding and directing. Other times you are listening and
mentoring. Other times you are trying to understand the
Chief Exec’s challenges with his own team… Partnership,
collaboration, mutual support for the organisation is
where it’s at. It’s not about individuals or egos”.
Chair of major charity for five years.
2 A marriage made in heaven?
The relationship between Chairs
and Chief Executives in charities
Executive Summary
Scandals about the departures of
charity chief executives occasionally
hit the headlines. The Poetry Society,
Amnesty and the Royal Institution have
all featured. But how many forced
departures of CEOs and Chairs never hit
the news? This research focuses on the
relationship between Chairs and CEOs
in charities, and examines what makes
for a good relationship, and what causes
those relationships to break down.
Background
The facets of an unsuccessful
relationship were often the obverse of
the successful: disagreement about roles
and responsibilities, an inability to deal
with challenge, and a lack of some or all
of the necessary skills, or just of true
commitment.
The number of relationship breakdowns
cited by interviewees indicates that the
relevant skills and commitment are
frequently absent. The competence of
some Chairs was particularly concerning.
Any successful work relationship
The problems appear to start with
requires a shared understanding of
recruitment. Chairs are routinely
roles and responsibilities, and for
recruited via a “tap on the shoulder”,
each party to have relevant skills and
either from a trustee or a CEO, and there
commitment to the role. Some kind
is very little genuinely open recruitment.
of personal chemistry is important,
This means too many Chairs take on the
but likely to develop as a result of a
role with the wrong attitude, or the
functioning relationship. This research
wrong skills. In this research I was told of
analyses the relationship between
Chairs and Chief Executives in voluntary Chairs without the skills to manage their
fellow trustees or their CEO, and without
organisations, using sixteen in depth
the time to fulfil the role properly. There
interviews.
are poor CEOs too, some resistant to
Many of my interviewees had had
being managed and challenged, some
both successful and unsuccessful
whose performance needs to be
relationships. The ingredients of a
carefully monitored and scrutinised by
successful relationship were
their Chair and the board. For charity
performance to improve, we need more
• An ongoing and flexible
Chairs and CEOs with the skills to build
understanding of roles and
and manage successful relationships.
responsibilities
• The ability to challenge and to
If the testimony of these interviewees
accept challenge
is in any way typical, there is a crisis in
• Skills of empathy, communication
charity governance. Successful, effective
and managing a board on the part
CEO/Chair relationships are too often the
of Chairs
result of luck rather than design. Too
• Skills of humility, communication
many CEOs need or desire more support
and self awareness on the part of
and scrutiny than they get. And there is
Chief Executives
insufficient help available to develop the
• Commitment to the cause
skills and competence of Chairs and
• “Getting on”
CEOs. There are plenty of great guides,
magazines, seminars and conferences
Personal chemistry – getting on with
on good governance. But it appears
each other – was a product either of
previous acquaintance, or of time, and that too few access this advice and
shared, positive experience. Those with take up opportunities to improve their
the skills required to create a successful practice. The challenge for the sector is
relationship and the commitment to do to effectively disseminate good advice
and guidance, and to promote more
so, did get on.
awareness of what constitutes a really
effective Chair/CEO relationship.
For those who understand what an
effective relationship could be, there
is a need for active support of Chairs
through mentoring, coaching and
action learning.
This research was completed as part of
my Clore Social Leadership Fellowship.
The fellowship programme aims to
identify, develop and connect aspiring
leaders in the Social Sector. This
research on the relationship between
Chairs and Chief Executives in charities
is based on sixteen in depth interviews
done in person. I interviewed
(separately) three pairs of Chair and
Chief Executive, five other Chief
Executives and five other Chairs. Some
of the Chief Executives were Chairs of
other organisations, and one of the
Chairs was a charity manager. Three of
the CEOs and five of the Chairs worked
for charities based in London, the other
interviewees were based in other parts
of England. Three of the CEOs were
founders and two of the Chairs had
been involved in founding one of the
organisations they chaired. Two of the
CEOs and two of the Chairs were
women.
The charities featured ranged in size
and nature but were bigger than
average. All except one had an income
of over a million. I identified potential
interviewees through my own contacts,
through contacts of Clore Social
Fellows, and through Jenny Berry of
ACEVO. Due to the nature of the
material, all interviews are presented as
anonymous. All interviewees were
asked about the nature and dynamics
of their current and previous Chair/
Chief Executive relationships, though
the specific questions varied. I have
used the term CEO and Chief Executive
interchangeably to refer to all those
who were CEO, Chief Executive or
Director of their organisations, partly
in order to aid anonymity.
3
Recruitment
“There are too many people on boards who are just looking
for the next gong or qualification…I think, well sorry, I’ve got
no time for that”. Chair, regional service provision charity
The relationship between Chair and
Chief Executive often begins with one
recruiting, or being involved with the
recruitment of the other. The Chief
Executives I interviewed did not have
an existing relationship with their
Chairs before starting the job – all had
been recruited from outside. Though
aware of the importance of the future
relationship, few Chief Executives felt
they had much of a chance to judge
or appraise their Chair during the
recruitment process. They had to make
an instinctive judgement as to whether
the relationship would work. A CEO
was interviewed for a job by a
recruitment consultant who said that
the Chair was looking for someone
who would implement the existing
business plan.
Chair recruitment is a murky and messy
business, in which Chief Executives are
often heavily involved. One Chief
Executive felt that she had to undo a
Chair appointment. She was recruited
by a Chair with whom she clicked at
interview. Having moved city to take
on a new, demanding job, she was
nonplussed to discover that her Chair
was soon to be replaced by the Chair
designate. When the Chair designate
started discussing having her own
e-mail address and weekly meetings,
the Chief Executive felt nervous. In
board meetings, the Chair designate
appeared over-interested in the detail
rather than the bigger picture: “I think
she wanted to be an executive Chair
rather than a non-executive Chair”.
The Chief Executive made the brave
decision to try to oust the Chair
This rang loud alarm bells since this
designate, and persuaded the board to
CEO “definitely wanted to find a Chair
unseat them – she said she could work
that listened, that valued my input…not
with the Chair-to-be, but felt that the
just someone who said “No you’re
relationship would be very resource
going to come here and do what we’ve
intensive, and thus the charity would
decided””. He withdrew from the
suffer. The gamble worked, the Chair
recruitment process. Another CEO had
designate left the board and another
a long phone call with her potential
board member was persuaded to take
Chair when she was applying to run a
on the role of Chair.
major charity “ just trying to get a sense
of what his value base was, what he
These incidents suggest all CEO
stood for, what he wanted a Chief
recruitment processes should include
Executive to do, and how that working an opportunity for the prospective CEO
relationship was going to play out… I
to “interview” the Chair, and that CEOs
suspect that quite often in selection
should try to find out as much as
processes, people who end up on the
possible about the Chair and board
shortlist are always competent, by and before taking on a new job.
large, so it is the chemistry issue that
both sides are generally checking out.
It is a flawed process, but I think it is
probably the best we have got”.
Recruitment
4 A marriage made in heaven?
The relationship between Chairs
and Chief Executives in charities
Some charities featured in my
interviews had advertised and used
headhunters to find Chairs, but only
occasionally were the processes truly
open. Even where Chairs came from
outside, they were usually known to
some of the trustees and/or the Chief
Executive and invited to apply. A large
well known charity sought a Chair with
a particular skill-set. Despite
advertising, they had only two
applicants, and neither was suitable. In
the end they dropped the requirement
and approached an existing trustee,
who agreed to interview for the role
– “so in a sense it was an open process,
just not quite as competitive as some
processes might be”.
Another experienced Chair, who was
openly recruited, feels that he should
have sat on the Board before being
appointed. He became Chair of an
organisation he knew only by repute
through answering an advertisement.
But, as soon as he joined, he
understood why none of the existing
trustees had offered to take on the role.
With a strong willed founder-director,
and a board of friends, being Chair was
a “nightmare”. At the first board
meeting he started chairing, only to be
told that they didn’t do it in that style.
He now feels that Chairs should be
openly recruited, but should not
start “cold”:
“I was brought in not knowing how it
operated…and not understanding the
dynamics which are peculiar to every
organisation… Generally speaking, I
think Chairs should have served on the
board for at least a short time; at least
attended a few meetings”.
In the case of most of the interviewees,
Chairs had either already been on the
board, or been recruited via a “tap on
the shoulder”. In the case of a Northern
medium sized charity the founder CEO
admitted “there’s been no science to it,
it’s simply been that there’s obviously
somebody on the board who’s got a bit
more time now, really shown an
interest, clearly stimulated by what’s
going on and has some other
potential”.
This CEO has always been very involved:
While some CEOs led the Chair
recruitment process, in other
organisations the incumbent Chair did.
Even where Chairs were elected by the
trustees, there was seldom a real
election. In the case of a membership
based charity, the Chair was “effectively
groomed by my predecessor. Nobody
else stood”.
Motivations for becoming Chair were
very mixed, particularly when an
individual had been tapped on the
shoulder, and thus not proactively
“I’ve always had a fair old hand in
sought the role. In the case of a couple
recruiting my board of trustees and if
of the Chairs, they had been drawn to
I’m honest fixing it in relation to Chairs”. the cause for personal reasons and
begun volunteering. The Chair of a
In another charity a Chair who was
gay rights organisation had been
recruited from the Board, was critical
helped by the charity when he first
of the CEO’s closeness to the process:
came out, while the Chair of a medical
“a lot of the previous Chairs of this
charity had close relatives affected by
organisation were accused of either
the condition.
being his best friends or people he
Other Chairs took on the role because
knew before, or kind of a friend of a
a friend who was CEO asked them,
friend”.
while others sought a challenge.
Another interviewee, who was a
A Chair took on a charity in severe crisis:
founder CEO, asked an acquaintance
“I’m not interested in being things.
to become Chair and later bitterly
I’m interested in doing things. And it
regretted her choice.
was a challenge. And I can feel a level
of pride actually that we’ve got to
where we have”.
In some cases people seemed to have
taken on the role of Chair for status.
A CEO was shocked when his new
Chair, at their third meeting, declared:
“If you can get me a Dame out of this,
I’ll get you an MBE”.
The relationship did not last long
enough for this to become a reality,
since the Chair resigned after six weeks.
The haphazard nature of Chair
recruitment was illustrated by another
interviewee who became a Chair out of
the blue. He was asked by a friend who
was trustee of a charity to accompany
him to the AGM. He went to the AGM
as a favour, only to be proposed as
Chair in the middle of it.
Evidence from this research suggests
that Chair recruitment needs to be
improved. Recruitment processes are
often opaque, typified by “a tap on the
shoulder”. The pool from which Chairs
are fished is too small. Charities seldom
look beyond their own board, or the
social or professional network of board
members.
5
Communication, roles and expectations
“If you don’t have good and effective communication then
you don’t have anything. There has got to be a reasonably
clear understanding of the differences in the two roles…
You don’t need to love each other to bits, but it is the
working relationship that is important”. CEO
Open and frequent communication
was at the heart of the best Chair/CEO
relationships. Many communication
problems were the result of differing
expectations, which were not discussed
initially or resolved subsequently. Most
CEOs wanted to meet their Chairs
regularly one to one, and have frequent
A good understanding about roles
Other Chairs and CEOs discussed their
phone and email conversations. The
and expectations is an essential prerespective roles. The CEO of a major
most intense communication featured
requisite of a successful Chair/Chief
medical charity thought CEOs should
in this research was between the CEO
Executive relationship. Few of the
be flexible, and understand the power and Chair of a social care membership
interviewees had written down an
balance:
charity. For most of their five year
agreement about respective
relationship they spoke every weekday
“the fundamental issue is this isn’t a
responsibilities. The Chair
conversation between equals, because on the phone at either 7.45am or
of an advocacy organisation in a
the Chair is the Chief Executive’s boss; it 9.45pm. The Chair wanted an update
Northern City was an exception:
has got to be one which has got a lot of and the CEO found it helpful, “for my
“I wrote a Scheme of Delegation for the mutual respect in it and understanding more dramatic personality, it means
you can deal with something and park
Chief Executive so we were absolutely
about the core aspects of each other’s
it straight away, rather than necessarily
roles…a real understanding that
clear what he was responsible for, and
have to worry about working it
actually the distinction in governance
what the board was responsible for;
through. And also, the Chairman sees
and management is unclear, and
where we should come together and
issues unfolding”.
changes over many issues. Really
where we should kind of separate
making sure that you have understood This CEO found it hard to develop
off, depending on what it was we
where the grey areas are and how you
were doing”.
a relationship with another Chair:
are going to handle them, and give
“she didn’t want to speak to me on the
clarity to people”.
phone… She didn’t want to receive any
Another CEO felt that some of his peers emails, they had to be copied off and
lacked “an ability to let go and delegate sent with an agenda for our once every
to your chair… At the end of the day I
three week meeting when we met for
think I have to bring a greater degree
an hour and a half, and that’s where we
of adaptability because I’m the paid
dealt with all of the queries… I was
executive and I’m trying to manage
used to Chairmen who wanted to know
and negotiate around the
what was going on and how it worked
relationships…You’ve got to find out
and what I was doing and why I was
where they (the Chair) are going to
doing it”.
add value and to work on that”.
Communication,
roles and
expectations
6 A marriage made in heaven?
The relationship between Chairs
and Chief Executives in charities
Most of the CEOs I interviewed were
horrified at the idea of having to phone
their Chair every day, would never have
agreed to do it, and felt that indicated
an over-involved Chair. They did
however want frequent contact, and to
have their Chair sufficiently available to
honour meetings and respond to
queries. A CEO interviewee was happy
to speak to his Chair on the phone two
or three times a week, and meet his
Chair in the office once or twice a
week, whether one to one, or in board
meetings. But another CEO was
frustrated by a Chair “ just so busy that
she cancelled things at the last minute”,
and still another by his Chair not
replying to emails for ten days, if at all.
For CEOs, Chairs needed enough time,
but not too much. The Chair of a
charity which provides local welfare
services, had a high pressured job, was
abroad a lot and had a young family.
The CEO ended up having a lot of
telephone conversations at “rather odd
times of day”, as well as meeting for
lunch every six weeks. They managed
to work around the Chair’s limited time
capacity but the CEO was disappointed
by “a degree of lack of honesty” about
time, which led the Chair to promise to
do stuff and then fail to deliver.
Most Chairs said that the role took
more time than they originally
expected. A Chair, who had never
been on a voluntary sector board,
felt misinformed about the time
commitment required. She was initially
told by the CEO and Treasurer that she
need only attend five meetings a year,
but it ended up being more “like a
part-time job”. There were way more
than five meetings to attend, plus
events, phone calls and e-mail
correspondence. Another interviewee
who was the Chair of a major charity,
spent at least one day a week and,
one busy year, every single weekday
working for the charity. These Chairs
were fortunate in having the time
available because they were retired, or
had part-time, or at least very flexible,
jobs. One said “I think to be a good
Chair and to have a demanding job is
very difficult”. This experienced Chair
and others pointed out that “the
amount of time commitment can be
hugely variable, and actually when you
need the time the most is when things
go wrong, and that’s often the most
difficult. And one of the things about
my chairing is that I don’t have a job
which is demanding of my time, X
amount per week; I have a huge
degree of flexibility and that makes it
much easier to be a Chair”. This Chair
said the role took him anything from
half an hour to twenty hours a week.
In some cases CEOs felt or feared that
Chairs had a bit too much time on their
hands. The Chair designate, who was
“unappointed” by her CEO, had taken
early retirement, and appeared to have
all the time in the world to dabble in
the charity’s affairs.
None of the Chairs I interviewed balked
at the time taken up by the role, but
their experience did influence their
views on paying Chairs. Though none
were paid themselves, and many had
never claimed any expenses, the
consensus was that more Chair roles
should be paid, partly because the
“gene pool” of those who could afford
to devote so much time for free, was
too small. The Chair of a major medical
charity, a retired businessman who
devoted a day a week, said “I have
grave reservations about the ability to
recruit my successor… I would love us
to have a Chair who is in their 30’s and
is female…. (but the present system)
results in blue rinse brigade…or people
who are rich enough to have retired
early and have got a bit of time on their
hands and are bored. But is it right for
the charity, is it right for the people you
are trying to help, because are they
representative of, for example, people
affected by X?”
A minority of the interviewees in this
research objected to paying Chairs on
principle.
7
Tenure
“There has come a point where the value of what he says is
not quite as strong as it was at the beginning… I think our
relationship is now a bit tired… I’m not getting the same
value, I don’t think the organisation’s getting the same
value from him, and they’re probably not getting the
same value from me, but that’s a slightly different issue”.
CEO on his Chair of nine years
Though some kind of fixed tenure for
chairs is good practice, many of the
Chairs featured in this research could
stay on forever. Even a multi-million
pound grant making trust had no fixed
tenure for their Chair. Some Chairs had
to maintain their position through
election by the board or members but,
frequently, there was no competition
and thus no election. Most Chairs
subject to fixed tenure and all CEOs
interviewed could see the point of
the policy. One CEO who had been
recruited by his Chair, and been
working for him for over nine years,
felt the Chair had held for on too
long and had lost interest:
Another CEO was a great supporter of
fixed tenure, but really regretted going
along with a proposal to let his current
Chair stand for another year, after her
three year term. Having had a great and
productive relationship for three years,
the relationship had declined in the
fourth year. “It’s just about making a
relationship work around (management
and governance) and not stepping on
each other’s toes too much, I think that
some of that has changed over the last
nine months… What’s the role as a
chair? If you’re very knowledgeable do
you take over, or do you offer what you
can in terms of advice and leave other
people to get on with it. That’s the line
that’s been crossed”. As the Chair
“I think the last two years have gone off
became more involved, the CEO was
the boil; he’s become more interested
facing the prospect of the Chair staying
in his family life… And I’ve just
on for yet another year. The change in
gradually felt him slipping away and,
this formerly good relationship shows
when I meet him personally, it’s fine,
the importance of each side continuing
but I think he’s less and less in touch
to discuss and agree roles and
with where the charity’s got to go”.
expectations, particularly where
behaviour may have changed.
It was not that the Chair did not have
the time – he was retired – but he
Another Chair I interviewed was
appeared to have lost the motivation to
supportive of fixed tenure but felt it
spend the time. Ironically, this charity
was important that the fixed period be
had fixed tenure for senior manager
long enough, so that CEOs did not feel
posts, but not for the Chief Executive
they could simply delay pushing
or any of the trustees.
through their pet project, or stall
something they didn’t want to do,
until the next Chair started. For similar
reasons, one CEO felt that CEOs should
also have fixed tenure, and had
resolved to move on himself, after
seeing through a rebuilding project.
Tenure
8 A marriage made in heaven?
The relationship between Chairs
and Chief Executives in charities
The Chairs who did not have fixed
tenure were not, unsurprisingly, in
favour of it. One who had served as
Chair for fourteen years for one charity
and ten years for another, said “I don’t
see that you need to have a point
where they have to go, because the
downside of that is, supposing you’ve
got somebody who’s been the
Company Secretary for six years, and
the rule is you can only do two three
year terms, hang on, there’s all that
knowledge just walking out the door”.
Two of the Chair/Chief Executive
relationships were so close that each
could almost finish the other’s words
and seldom disagreed. They were
excellent relationships but there was a
danger that, if perpetuated, the Chair
may be less inclined to challenge the
CEO. The Chair in both cases
acknowledged the need to move
on, in order for the charity to gain
a new perspective:
“I’d like to think that the next person
coming along would be totally different
from me. They would have a bit of me
in terms of wanting to keep the ship
running but they would also think
“what’s the next stage of the X
journey”… It might not be somebody
who’s a captain of industry or a senior
policy wonk or something like that. It
might be somebody who’s from a very
different background…has a much
better service user perspective on what
we are trying to do”.
When Chairs have fixed tenure, Chairs
and CEOs have clarity about the
duration of their relationship. Uncertain
tenure can exacerbate tensions in the
relationship between CEO and Chair,
particularly if its implications are not
discussed and negotiated.
CEOs’ relationship with Chairs
“Chairs should be like good neighbours – you want to
know they are there if you ever do run out of sugar, but
not necessarily (have them) in your house all the time
looking for your sugar”. CEO medium sized charity
Another CEO appreciated that both
were free to challenge each other:
“why we haven’t had a serious problem
in eight or nine years is that we are both
very open. He has every now and again
openly, but privately, said, “Well, you’ve
The Chair is asked to “Just listen to this.” got that totally wrong”. He will also
The CEOs I interviewed really
And that’s my cue to listen. There will
appreciated how the best Chairs
allow me to criticise him so, actually,
occasions when it’s, “What do you
could help them do their job. It was
there are not very many closed areas.
frequently lonely being a CEO and, one think about this?” That’s my cue to
I can’t think of any, and that’s why it’s
offer an opinion. Then there will be
to one, Chairs could offer advice and
a successful relationship”.
succour. “There is a sense of isolation in times when the” just listen” turns into
CEOs often looked to Chairs for support
“you are going to get an opinion”
the role. And really, the only person
when they were in conflict or in crisis.
anyway. The really good thing is we
that you’ve got is the Chairman,
An interviewee really missed the
because again with the board you may are able to do that sometimes in quite
support of her Chair when a member
strained circumstances depending on
have different relationships, but those
of staff accused her of bullying. The
the issue, and still remain very, very,
key relationships are actually the
CEO pointed out that staff whose
close and good friends two
Chairman’s to manage, not yours….
performance is being challenged often
and because we are all competing with seconds later”.
resort to accusing their accuser, but her
each other, other Chief Execs aren’t
A CEO felt she could share concerns
Chair said in so many words ““Well you
necessarily the place you go to sort
with her new Chair in a way she
would say that”. And that really threw
things out either”.
couldn’t with the previous:
me. And so he had a bit of a wobble,
Chairs have a role in simply listening,
I had a bit of a wobble. It didn’t last very
“it wasn’t that ability to just share
to enable their CEOs to download
long. And he came back, and was
everything. Whereas with X it’s been
information and emotion. A CEO
a case of “You know I’m really worried strong and supportive. But yes, at that
sometimes says to his Chair “Look,
just about the way so and so operates.” point, that’s when I needed the Chair to
I don’t want you to tell me what you
be solid”. This CEO became “inward
Or “I need to just see what you think
think; I just want you to hear what I’ve
about whether we’re going in the right looking” for a while, because she felt
got to say,” and then I can place it, and
isolated. Relatively new in post, battling
direction with that. I’m a bit worried
then we can move on”. His Chair adapts
to bring about change, she wanted
that it’s not working as well as it
his response to his CEO’s needs.
should.” And I could just be completely support from her Chair both for the
change management programme and
open and honest”.
its implications, which included
disgruntled staff. The challenge from
the Chair may have been valid, but the
way it was done defied her
expectations of the relationship.
CEOs’ relationship
with Chairs
9
CEOs’ relationship with Chairs
CEOs looked to Chairs for advice on
strategy, or day to day issues. A CEO
had sought a Chair whose analytical
mind-set would complement his:
“he’s got a very good style in terms
of complex problem solving, largely
because of his management
consultancy background, which
actually I find very useful. He brings
an analysis to complex problems,
which I don’t really feel I have”.
Others looked to their Chairs to
provide inspiration and motivation:
“I rarely come away from a meeting
with him feeling that the situation is
as bad as I thought when I went in…
he’s nearly always been very good at
putting things in perspective”.
Outside their private sessions, CEOs
expected Chairs to manage the board,
to act as ambassadors for the
organisation and to give public support
to their CEOs. One CEO managed an
organisation with some difficult
members. He went to an event where
an angry member refused to greet him
and “absolutely kicked off at the end of
the meeting. I can remember my Chair
stood up. She was absolutely quivering
with rage and she just looked at this
guy, and said “I will not have my Chief
Executive spoken to like that by
anybody; particularly when they don’t
even have the courtesy to shake his
hand when he arrives.” It was like one
of those…oh, okay, I’ll just step back”.
10 A marriage made in heaven?
The relationship between Chairs
and Chief Executives in charities
Chairs who managed the board
ineffectively created problems for
their CEOs. One interviewee was
trustee of a charity with a new Chair.
This Chair was not strong enough in
managing the board and decisions
regularly got unmade:
“it makes your job impossible as an
executive if you think you have got a
decision, you are working it through
and then suddenly it starts to unravel
three months later. It’s exasperating.
You can see the Chief Exec then trying
to stiffen the Chair’s resolve and deal
with it – very difficult”. This trustee
offered to act as coach to the Chair
“trying to stiffen her resolve really
to be confident in the role, to stick
to her guns”.
Things improved gradually.
Another CEO was frustrated by his
Chair’s desire always to seek consensus:
“It takes too long. So, for example, this
year we’ve had considerable conflict
as we’ve been setting up a trading
subsidiary company to take forward our
own income strategy, and the board
members want hugely elaborate
governance and reporting systems
around the trading subsidiary without
really describing why… (The Chair)
believes the consensual approach is the
one that works. And, you know, 80%
of me agrees with him, 90% of the
time. It’s just sometimes you can’t move
that slowly when you’ve got a group of
people who are particularly risk averse”.
It is the trustees’ role to be cautious, in
their role as guardians of the charity’s
objects and finances. The frustration
of CEOs in face of cautious Chairs,
demonstrates again how a mutual
understanding of roles and
responsibilities is essential to a
successful Chair/CEO relationship.
Chairs’ relationship with CEOs
“It’s been a question of me, like any other Chair, being as many roles as I possibly can be to
as many people as I can be. So, sometimes the Chief Executive will need emotional and
personal support, sometimes he’ll need personal development. Sometimes they’ll need to
be told quite directly that something needs to be done because the Board of Trustees are
asking for that. I see that as being just like any other work relationship, where you measure
and you balance how you conduct yourself depending on the circumstances”. Chair
Chairs expected their CEOs to run their
charities effectively, to communicate
regularly and openly with them, to
accept challenge and, where relevant,
change behaviour or direction. Chairs
disliked being kept in the dark, having
their advice ignored, and the will of the
board thwarted. Outside meetings,
the onus was on CEOs to communicate
and give chairs the information they
needed. A Chair wanted to know about
difficult issues:
“never to give him any surprises, so if
things were not working he wanted an
open dialogue about that, no flannel,
tell the story like it is. That was fine;
I knew that was what was expected,
that was how I had spent my working
life really. He and I had regular
meetings, probably once every couple
of weeks and that was really an
opportunity for me to tell him the
direction of travel, issues that were
arising, keeping him well briefed
generally”.
Another Chair also valued openness:
“The idea that you sweep a problem
under the carpet – if something’s gone
wrong, or you’ve done something
wrong, ‘fess up now. It’s all utterly
forgivable”.
A CEO agreed that, if he wanted,
he could quite easily paint a deceptive
picture for trustees:
“as long as it’s got the key elements,
as long as it’s got the rowing boat,
it’s got water, it’s got mountains in the
background, as long as it’s got those
Chairs wanted to know about problems
elements in it, it’s okay. But how
in order to help prevent them become
choppy the waves are, whether the
crises, and so that they could deal with
boat is leaking, or whether there’s an
difficult external queries.
erupting volcano, not mountains…you
can smooth those over with the trustee
An experienced Chair thought,
group and they will never know.
however, that CEOs could always
Unless they actually get in there and
manipulate the information they
start talking to people”.
imparted:
“inevitably the Chief Executive has the
power, which I know sounds bizarre…
Power is largely based around time and
contact, so if a Chief Executive did want
to fob you off they can…It definitely
was what happened at X, the chief
executive spent his time managing
what he thought the Chair should
know, making sure that the Chair knew
only what he thought the Chair needed
to know, so it was much more a kind of
gladiatorial thing”.
Chairs’ relationship
with CEOs
11
Interaction between Chairs and other Senior Managers
“I think the (important thing) for me is actually not just having the relationship with him
(the CEO), you have got to ensure that you talk with the rest of his team. Be confident that
his team trust him and they are absolutely as one in terms of what the strategy is, what
we are trying to achieve”. Chair
There were different opinions as to
whether Chairs should have
independent relationships with senior
managers. Someone who had been
both CEO and Chair felt strongly that all
communication with the board should
come through her as CEO:
“one of the things that I was clear
about was that part of my role was to
work with the trustees, and to keep the
trustees away from the rest of the
directorate. There was a bit of a history
where one or two trustees would
bypass the Chief Exec. and talk to one
of the directors for, they would say,
legitimate reasons. I wasn’t always
convinced of that”.
the CEO but knew his loyalty lay with
the latter. The senior manager “got to
trying to talk to me directly… But I just
made it absolutely plain I would have a
conversation, but everything we spoke
about I would either want (the CEO) to
be present or… (the CEO) would know
absolutely of that conversation and
what the content was”. In the end, this
senior manager left the organisation.
A third Chair disagreed with this
approach, having had his fingers burnt.
He appointed a CEO who quickly lost
the confidence of his staff. Eventually
the staff team got so frustrated that
they rang him and another trustee and
sent a letter outlining their concerns.
The Chair wished he had known how
Another Chair was faced with a difficult
staff felt earlier:
situation when a senior manager was in
conflict with the CEO. The Chair had
known this senior manager longer than
“one of the biggest, biggest, biggest
load of bxxxxxks people talk about
trustee boards is this notion that
it should all go through the Chief
Executive… if you’re a trustee whose
only contact is through meetings and
the Chief Executive, how on earth can
you add any value because you don’t
have the ability to say, “Okay that’s
interesting, when I went out and saw
so and so they said such and such”.
One of the things I’ve learnt from the X
experience was that we, the trustees,
had too little contact too late with the
staff body. We didn’t give enough
mechanisms earlier on for the staff
body to tell us how they felt the
relationship was working out with the
Chief Executive, and because those
mechanisms weren’t in place we lost a
chunk of time”.
Chairs and Chief Executives need to
agree whether the Chair will have direct
relationships with other staff. If the
Chair agrees that all key communication
should go through the Chief Executive,
they should ensure that their scrutiny is
not impaired by this, for instance by
using 360% appraisal.
Interaction between
Chairs and other
Senior Managers
12 A marriage made in heaven?
The relationship between Chairs
and Chief Executives in charities
Challenge, Tension and Conflict
“Conflict in any relationship is good if it’s growing and
fresh and vibrant, because otherwise it turns into some
sort of sitcom thing where you both wear matching
jumpers, doesn’t it? You’re supposed to be different in
different roles, and you’re supposed to see things from
different perspectives. Conflict is good, as long as there is
some genuinely signed-up to, core, common values. If your
values are different, I think that can be more challenging”. CEO social care membership charity
All the interviewees acknowledged
the need for Chairs to challenge CEOs
– to question their strategic ideas, their
behaviour and decisions about
resources. But challenge can lead to
conflict and tension, some healthy,
some destructive.
Skilful Chairs challenged in order to
improve performance and to ensure
decisions were made on a sound
basis. They tested the evidence and
assumptions underpinning proposals,
and used their knowledge of CEOs’
strengths and weaknesses to challenge.
The Chair of an advocacy organisation
encouraged his CEO to improve poor
staff performance:
“we had lots of phone calls with him
saying, “I’m really angry about this”.
I am saying, “Why haven’t you talked to
that person about the fact that you are
angry about their performance, that’s
what you do in the real world. They
either pick up and do something about
it or you take other action”…and that
was a bit of a shock to the
organisation”.
The CEO of the same organisation
appreciates his Chair’s rigour but
sometimes balks at his risk aversion:
“there are times when he drives me to
distraction, because he is so cautious.
So I’ll say, “Well, we need to go down
that…”, “Well, why?” And he’ll ask me
lots and lots of searching questions,
for which I have not got the answers,
because this isn’t a thought-through
business objective yet”.
A Chair challenged his CEO about his
behaviour to staff. The CEO was
appointed to bring change to an old
fashioned organisation and wanted to
“achieve a revolution and get it sorted
within two or three years”. But staff
approached his Chair independently to
protest at restructuring proposals, and
to warn of a possible strike. Despite
supporting the change programme,
the Chair suggested the CEO should
“back off”…“and he was probably right
in terms of my personal survival… (and
because) there were a lot of things that
were going right in terms of the
business – we were picking up grants
and we were developing quite fast, and
it was probably right to try and put
some focus on project delivery, rather
than on structural change”. In this case,
the CEO accepted the challenge from
his Chair that his behaviour was
jeopardising staff relations.
Challenge, Tension
and Conflict
13
Challenge, Tension and Conflict
In another case the Chair felt that her
CEO was not interested in being
challenged. The CEO had been used to
Chairs who did not question the way
he ran the organisation, and resisted
any attempts to hold him to account.
“He genuinely resisted any moves I
made to bring about change, to put
some parameters around what he was
doing, to try and make sure he engaged
appropriately with the board so that he
consulted, he took views. All of that he
found deeply frustrating and annoying,
and so he always had a reason for not
moving in a particular direction”.
Other CEOs felt their Chair and board
didn’t challenge enough. A CEO had
pushed forward with a major project
that was not successful. Board approval
had been a formality, but in retrospect
he wished the board had helped him
see the flaws:
“we went into a franchise with another
Third Sector organisation…which has
not gone to plan, being full of quite a
lot of conflict, and I think that one of
the things it exposed was that the
board should have been much more
rigorous in examining the proposal
when it first came, and we’ve now
Another Chair battled with a founder
done some work retrospectively on
director to get him to respect his advice methodology where there will be a
regarding the recruitment of trustees.
much more rigorous approach to
The director wanted to recruit one of
doing business cases, particularly
his friends as a new trustee, whereas
developments”.
the Chair wanted to recruit someone
This CEO felt his Chair had dominated
with the right skills:
the board, and thus disempowered it:
“I gave in over the weekend on the
“I want them stronger again; I think
recruitment of a new trustee because
they should be holding me up to
the director wanted another of his
account, and the executive to account,
friends on the board (Laughter)… I sat
and thinking more about what our
there as he phoned me in bed thinking,
impacts are, because we’re in danger
“This isn’t right. We should go through
of becoming a business rather than a
a systematic approach, identify our
social business”.
gaps and find people who can fill
them.”… And I’m thinking, “What
Challenge could lead to conflict where
value do we bring as board members to the two sides profoundly disagreed on
this operation?” Of course if we don’t
future strategy, or personnel issues,
jump when he (the director) tells us to
when Chairs felt their authority was
jump we get told that we’re of no
being flouted, and when Chief
value”.
Executives felt Chairs were becoming
managers.
A Chair usually got on well with her
CEO, but on one topic felt that she was
thwarting the will of the board. The
charity was restructuring and changing
the focus of its work. The Board was
adamant that a particular activity
should not be abandoned but “she
listened to what I had to say and then
she did exactly what she wanted… I can remember having an argument
with her on the phone and afterwards
my daughter said “I’ve never heard you
being so angry in your life before”…
but I felt I had had so many of these
conversations where she slightly
twisted what was said in the board.
I said I’m not having this waste my time
and energy any more, so I just said
you’ve got to do it”. This illustrates the
difficulties faced by a Chair when their
CEO does not agree with a board
decision.
Conflict can happen when CEOs
don’t agree with, or simply don’t do,
something that the Chair is passionate
about. A Chair wanted his charity to
publish a campaigning manifesto:
“it was an agreed goal and we were
going to do it, but it was like pulling
teeth to get this… manifesto out of the
organisation. So it was “okay when is
the next deadline? What is happening,
etc. etc?” And actually the end result
was whether he jumped or was
pushed, the director of policy left,
partly because I was making the Chief
Executive put a lot of pressure on him”.
This Chair thinks that the interests of
the charity were and are better served
by his exerting influence, rather than
blowing his top:
“gentle consistent pressure is in my
book better than explosive pressure,
partly because, once you’ve said
explosively, “what the hell are you
doing, you useless chief executive?
If I had my way I would get rid of you
tomorrow”, well they’re still there,
so where do you go from that?”
14 A marriage made in heaven?
The relationship between Chairs
and Chief Executives in charities
On the other hand, CEOs got frustrated
by Chairs who seemed to be pursuing
pet projects. One CEO says his Chair
will not “let go” of a couple of things
and he is “in danger of feeding the
beast” through spending time trying
to prevent the Chair making him waste
time on them. He wants a Chair who
“might have a strong view about
practical things …but then they leave it
to professional people …to come up
with the way forward strategically for
the organisation”.
Chairs and Chief executives resolved
conflict through argument, through
agreeing to differ, and through one
side (normally the Chair), agreeing to
let go. The CEO of a major charity
disagreed occasionally with his Chair
on ways of handling things, but once it
was agreed who would take the lead,
each would support the other doing it
their way. He could not think of an
example where they had disagreed on
a major item of principle or practice:
“I think the secret to that is always
keeping ourselves engaged. We
understand what the key issues are at
any one time. Therefore we have got
this constant dialogue going on, so we
are sort of testing each other out. But,
when something does come up at short
notice, and occasionally it does, very
rarely is there much difference between
the two of us. We have maintained that
relationship over time; we know how
we want to handle it. We also
understand that we actually – even if
we do disagree on stuff, the most
important thing is that the organisation
and the wider community see us being
united and together on this issue”.
All agreed that public conflict had
terrible repercussions and should be
avoided at all costs. A CEO knew
individuals poised to exploit conflict
between him and his Chair:
“I’m talking particularly about two
previous board members who would
have loved to have exploited any
difference of opinion between us. But I
also think it’s really, really important to
have a united front, a united face, in
public, because it’s important to give
that sense of confidence, and give that
sense of assurance”.
Two interviewees had worked in
organisations where the Chair and
Chief Executive were regularly in
conflict, creating tension that was
“evident pretty much immediately you
walked through the door”. In one case
the interviewee felt the “CEO had been
there for a long time… over a period of
time the organisation had become the
Chief Executive and some of the normal
standards of functionality weren’t
necessarily being practised”.
In cases where Chair and Chief
Executive are in constant conflict, the
underlying reason is often that there is
no mutual agreement about who
should do what, when and how.
The present financial squeeze on
charities is polarising Chair/CEO
relations. Where the relationship was
already good, facing a crisis together
has strengthened it. Where there was
distrust, financial problems have
exacerbated conflict or caused
breakdown.
The long standing Chair of a medium
sized charity grappled with how to deal
with a major cut in government
funding “I think that’s bonded us
together more closely because frankly
the only issue to deal with is, how do
we get through this in a responsible
way?”. Another Chair relished the
challenge of helping his organisation
through difficult times:
“I love the fact that an organisation as
important as the X can say we are
going to struggle, and I can come in
and just use some of my personal
expertise to try and help them to
survive”.
In other cases actual or impending
financial problems have exacerbated
tensions. A Chair reflected on a recent
change in his relationship with the CEO:
“we’re looking at taking £1.3 million
out of the cost-base. We’re changing
the way we operate. That’s bound to
therefore pose different challenges. So
whether those tensions are a result of
that change, or also Chief Exec and
Chair discussing it, and therefore
sometimes coming to a different view,
I don’t know. But it has changed, and
it’s not necessarily easier, but I don’t
think we’ll duck an issue with each
other. We’re not there to be pally and
married”.
Government cuts are putting financial
pressure on many charities, but most
of my interviewees were weathering
the storm well. Many had withstood
previous financial crises, and where
the relationship between Chair and
Chief Executive was already good,
it remained so.
15
Friendship and chemistry
“The thing that sets out the
Chair from the other trustees
is that they have to have
this one to one personal
relationship….if those two
people can’t get on, it will
be a disaster”. Chair
Interviewees felt strongly that it was
important for Chair and CEO to like
each other and for there to be some
“personal chemistry”. The CEO of a
major charity said “the personal
relationship that you have is, if you like,
an enabler to that working relationship.
Whilst in some cases I know it goes
much deeper than that. X and I get on
as friends, and we will definitely be in
touch after he steps down”.
Two Chairs had taken on the role at the
request of friends who were CEOs.
Both acknowledged that there were
dangers in their being friends but, in
both cases, the friendship survived.
One Chair did, however, find it hard to
manage board disagreement:
“when things get difficult, as they can
do, there’s a certain amount of emotion
involved that possibly is not helpful…
you have to work very hard to maintain
the necessary Chairman’s neutrality
if you are essentially emotionally on
the side of the person who’s your
close friend”.
In retrospect, he also felt that his
closeness to the CEO may have
excluded others:
“there is a danger that there’s a kind
of short circuited connection between
you and the Chief Executive, and you
A Chair and CEO in an advocacy
begin to think you’re running it
organisation had occasionally met
yourselves. You don’t take as much
socially:
care as you should do to make sure the
“it wouldn’t be unusual for us to bump trustees are doing their job properly,
into each other at events and stuff. And and similarly with the Chief Exec and
in the last year or so, my partner and I
the management teams. If you’re not
have had him and his partner for
careful, you get into the situation where
dinner, and we’ve been to his – and
the two of you either literally are, or
that was as much about our respective think you are, just running it and you
partners understanding the work that
don’t need anybody else”.
we were doing, and the amount of
time we were spending on certain
things, and just about understanding
each other”.
Friendship and
chemistry
16 A marriage made in heaven?
The relationship between Chairs
and Chief Executives in charities
Most Chairs and CEOs were friendly but
not friends, and a few felt strongly that
a closer relationship might jeopardise
their role. A Chair, who had had to
instigate disciplinary proceedings,
warned:
“you may have to have difficult
conversations …so I’m always quite
careful to keep that slight element
of distance”.
Another Chair agreed that real
friendship compromised the
relationship:
“You have to be prepared to move
people on in the interests of the
organisation. And I think that
willingness to be that hard-nosed can
be compromised by having too close a
personal relationship. Because, at the
end of the day the job of the Chair is to
steer the board, to, on behalf of the
board, line manage the CEO… But
quite often the biggest decision that
the Chair will have to make will be
hiring and firing the CEO. And you
have to be prepared to do it”.
Many of the interviewees felt that it
was important to “get on” with their
Chair/CEO, but in many cases that
“getting on” seems to be a product of,
rather than the prerequisite for, a
successful relationship. Where roles
and responsibilities were negotiated
and respected, where each side had the
skills and commitment their role
required, they would and did “get on”.
Mutual respect and public support
were particularly important in fostering
good personal chemistry.
Breakdown
“We went through a sort of year of crisis really. And it’s
not easy, particularly for people who are departing paid
jobs, but the idea that this is a period during which I was
sharpening my knife and sleeping soundly is completely
wrong. It caused me endless sleepless nights”. Chair of
social welfare charity on “removing” its Chief Executive
“I was kind of just scouting around,
thinking “that’s a skill set I need.” What
I didn’t judge at all was the personality
that sits alongside the skill set. So the
skill set was basically okay; but they
weren’t really buying into the values,
Lack of trust between a Chair and CEO
and I suppose the passion for the cause,
led to one of the most spectacular
that we had in the organisation…
breakdowns, and the resignation of the
I don’t think she had the same
whole board. A medium sized regional
appreciation as we had of the
service provider was founded by the
difference we were making to
CEO. She asked an acquaintance from
people’s lives. It was much more
her work network to become Chair. The
about a process”.
charity flourished and the relationship
This CEO now has a Chair whom she
seemed fine, but an investment by a
is confident really knows and is
venture philanthropy trust led to huge
committed to the values of the
problems. The finance director placed
organisation. But it took two years to
by the trust declared that the charity
recover from the phantom bankruptcy
was bankrupt (even though it actually
wasn’t); the Board accepted the
crisis, and she acknowledges that it was
partly caused by the breakdown of
assessment of the finance director
trust between herself and her Chair.
above the assurances of the CEO, and
told her that she should take temporary
It is rare for a whole Board to resign,
leave of absence. When the financial
but common enough for Chairs to
confusion was resolved, and it was
resign or retire early, either because
established that the charity was by no
they are fed up, or because the CEO
means bankrupt, the whole board
has got fed up with them. A CEO felt
resigned. The CEO picked up the pieces
undermined by a Chair who made it
and recruited a new board and Chair.
clear he could “do my job much better
The CEO feels betrayed by the former
than me, and would have liked to have
Chair but understands that she
done my job”. The CEO manoeuvred
recruited the wrong person:
the Chair out through “building up
support from other parts of the board;
particularly the treasurer was somebody
that I relied on significantly.
Most of the Chairs and Chief Executives
I interviewed had experienced some
kind of relationship breakdown. Some
of those breakdowns led to one or
other party departing.
And he supported other trustees to say
‘no’ to what this person was putting
forward so that, slowly but surely, this
individual was becoming more and
more thwarted, and getting more and
more irate and frustrated and stuff.
And in the end, he just went, and that
was it”.
The resignation of another Chair was
prompted by her failure to remove the
CEO and the board:
“we appointed that lady, and literally
within six weeks chaos reigned. So she
decided she didn’t like the organisation,
she didn’t like the president, she didn’t
like one of the vice presidents, two of
the vice presidents, and she didn’t like
the treasurer. She didn’t like me as Chief
Exec, she didn’t like the Deputy Chief
Exec. And the first inkling we had was
when X solicitors rang us to say that
she’d been to see them to ask how to
remove us all”.
The Chair, not surprisingly, lost the
confidence of the board and resigned,
leaving a very demoralised CEO.
Looking back he feels they recruited
the wrong Chair, but also that the job
description alone failed to make the
role clear:
“I think there’s almost sort of this
unwritten expectation by the
organisation that the Chairman will
know what sort of Chairman is
required… Perhaps as well, there’s
a lack of clarity about where the
different bits of the role sit between
the Chairman and the Chief Exec”.
Breakdown
17
Breakdown
One Chair moved on, after ten years
leading a charity, because of a conflict
about strategic direction:
“there was a movement, a swell,
probably supported by most of the
staff, supported by quite a few of the
trustees but not all, to make the thing
more commercial. Then there was
another body of thought that said it
wasn’t really about how big you get,
it was about certain principles that you
might want to stay true to, even if it
cost you money”.
The Chair supported the CEO in
wanting the charity to stay smaller
and departed soon after the CEO.
Facilitating her and his own departure
prevented major conflict:
“a group of trustees, very much
involving me, was able…to deal with
what could have become a very, very,
nasty split and a nasty argument and
a damaging argument for the people
and the organisation”.
Difficult Chairs prompt CEOs to move
on earlier than they might. In his very
first CEO role, an interviewee had to
deal with a Chair who had helped
found the organisation, whom
colleagues described as “a monster,
very unpredictable, one moment quite
charming, the other moment would
be throwing her mobile phone across
the room”. Though the CEO managed
this relationship, he determined not to
repeat the experience:
“I have a great deal of tact and a great
deal of diplomacy and I can manage
complex relationships in a way that we
can still make progress, but it was very
personally stressful”.
18 A marriage made in heaven?
The relationship between Chairs
and Chief Executives in charities
He was headhunted and moved on
after eighteen months. He felt it was
right for him to leave rather than the
Chair, since her contacts were crucial
to the success of the organisation.
Financial difficulties, if not crisis, lay
behind the departure of another CEO.
The Chair recruited a new CEO for a
small campaigning charity. One to one
meetings appeared to go fine but, a
few months on, it dawned on the Chair
One of the most difficult tasks for a
that no funding applications had been
Chair, is to remove a Chief Executive.
put in, and that the future of the
The cases mentioned by interviewees
organisation was in jeopardy. But the
were prompted by failures of
CEO’s greatest failure was in relation to
performance rather than a breakdown
people management. The CEO got an
in the relationship. A Chair took on the
appalling 360% appraisal, and a
role as the charity teetered on the edge
deputation of the senior management
of bankruptcy:
came to the Chair to discuss their
“I was prepared initially to invest in him concerns about the CEO’s ability to do
(the CEO) and to see how he did, and
the job. The Chair decided to move the
provide him with a coach with a strong CEO on, through restructuring and
steer as to what my expectations of
offering him redundancy. In this case
his behaviours and performance
there was very little conflict between
should be”.
the Chair and the CEO, partly because
the Chair realised that challenging
But within three months he realised the
would be pointless – the CEO did not
CEO was never going to “hack it…And
have the skills for the job.
I had to ask myself the question, did I
hand on heart believe that this
individual that was in post would make
the cut by the point at which it was
critical to do so? And if I had any doubt
we had to act then because if we acted
later it was too late”. The Chair
managed to get a majority on the
board to “agree a departure” of the
CEO. And the charity was saved from
bankruptcy.
Support
“What often can happen is the Chair and Chief Exec don’t
prioritise putting in the time to develop the relationship.
They don’t prioritise putting in place understandings,
agreements and boundaries. You do that at your peril.
There is no qualification to be a Chair”. CEO
Chairs have found deputies to be useful
sounding boards. The Chair of a major
medical charity said:
All the interviewees felt that more
external support could help the Chair/
Chief Executive relationship, though
there was no consensus on exactly
what would help.
CEOs also found deputy Chairs useful.
An interviewee had been Chief
Executive of a students’ union which
had a new student Chair every year.
A Vice Chair with longer tenure
supported the Chair so “it wasn’t just
a case of there I was with all this
experience, and there they were at the
age of 21 with no experience… If there
was a difficult decision to be made I
don’t think you can put a 21 year old in
that position. So we set something up,
so that a board member with more
experience was also part of that
relationship”.
Few thought more legislation or Charity
Commission guidance would improve
things. However one Chair, who also
chaired school governing bodies,
thought charities should be regularly
inspected by an Ofsted equivalent, and
that the role of Chair, board and CEO
should be appraised as part of that
process.
Few of the Chairs I interviewed, or
learnt about, were regularly appraised.
Nor were their boards. But all agreed
that appraisal was good practice and
some means should be found to
encourage it.
Another Chair established an informal
link with the Chair of another charity
in a similar field. Having an outside
perspective helped:
“there were so many common issues
it was unbelievable. They had gone
through things that we were trying to
tackle, about the branch structure,
about people who had been in post far
too long and you needed to persuade
them to move on… You can get very
absorbed with your own issues.
Actually somebody else has done
half the work previously”.
In terms of support, the figure most
often mentioned by Chairs was their
deputy or vice Chair. Chairs found
deputies useful in helping them
understand a new charity, and in
providing a sounding board for
problems. The Chair who had to
Many focussed on the lack of support
“remove” a chief executive appreciates
for Chairs, particularly given the
“a deputy chair with whom I get on
loneliness of the role. There is no
extremely well and see eye to eye. It has
organisation specifically for Chairs,
been absolutely invaluable…because at
whereas Chief Executives can turn to
no stage have any of these sorts of
ACEVO for training and support. Both
critical decisions been made on my
Chair and CEO interviewees perceived
own. They’ve always been made
a gap for mentoring, coaching,
together, which gives me the
discussion forums and action learning
confidence to act decisively and the
sets for Chairs. A Chair who was new to
cover to do so”.
the voluntary sector found it “a bit of a
steep learning curve” and that “it
would have been nice to have some
kind of formal support”.
“my major support issue was just
having a good Vice Chair to share
things with and make sure we were
talking, bounce the ideas around”.
Support
19
Conclusion
“The danger is when people somehow think…that to be a
Chair/Chief Executive some amazing holy water is added to
the relationship or taken away, or it’s an entirely different
kind of relationship. And actually a Chair/Chief Executive
should be a basic management relationship”. Chair
Above all, some Chairs need ongoing
access to support and development,
whether through coaching, mentoring
or action learning. Chairs don’t
necessarily perceive this need but, if
such support became available, many
might access it. The totally unsung hero
is the Deputy or Vice Chair. Time and
But it wouldn’t solve the recruitment
Nurturing a Chair/Chief Executive
again, Chairs who had deputies told
relationship is not complex or difficult. problem. CEOs and retiring Chairs need me what a difference they made.
to be absolutely sure before they tap
It involves mutual respect, support by
someone on the shoulder that they are The danger of the current situation, in
the manager for the managed, and
the right person for the role – that they which Chairs are often not performing
appropriate challenge. Most of the
effectively, is that CEOs have
problems that occur in the relationship have the skills, commitment and time.
And boards should promote new roles insufficient scrutiny or support. One
are when these essentials are missing
more actively, promoting them beyond CEO told me sadly that he had had
– when challenge by a Chair becomes
neither appraisal nor training in nine
the usual networks.
interference, or where a CEO refuses
years. Insufficient scrutiny may suit the
to share information. But some of the
Some problems in the Chair/CEO
CEOs who dislike challenge, but is
problems lie right at the beginning,
relationship occur because of lack of
harmful to charities. When CEOs lack
in someone with the wrong skills or
fixed tenure. Many of the charities
scrutiny, the organisations they run are
attitude being recruited, and then
featured, even those with over a million likely to become complacent, inward
being difficult to remove.
turnover, had no fixed tenure for their
looking and inefficient.
Chairs, and some interviewees did not
The recruitment of Chairs is particularly
understand why it was considered best Every Chair/Chief executive relationship
problematic. In this research, few
is slightly different, and changes over
practice.
interviewees could cite cases of
time. Where it works well it provides an
genuinely open recruitment and there
There were some relationships that
example from the top of what good
was a tiny pool from which Chairs were
were never going to work, but others
leadership and management looks like.
usually fished. This led to people taking
that needed a helping hand. To help
Where it works badly, the ability of the
on the role sometimes for the wrong
improve relationships, Chair appraisals board to ensure the management is
reasons (status, an honour, a favour for
should be systematic, and all CEO
accountable, is severely threatened.
a friend), sometimes without having
appraisals include an assessment of the
sufficient time, sometimes without
relationship with their Chair. The gap in
the right managerial skills. Many
terms of support, training and
interviewees felt that some recompense,
development was most acute for
even £2000 a year, would make
Chairs. It’s a lonely position even for the
recruitment of the right Chairs easier.
experienced, and many Chairs start off
with little knowledge of the voluntary
sector and little real idea of what being
a Chair involves. Chairs need better
induction and, in some cases, training.
Conclusion
20 A marriage made in heaven?
The relationship between Chairs
and Chief Executives in charities
Recommendations
Acknowledgements
• More research should be
commissioned into charity
governance, particularly into the
incidence of CEO/Chair relationship
breakdown and its causes, Chair
recruitment, tenure of Chairs, and
awareness and adoption of good
governance practices.
I would like to thank Jenny Berry of
ACEVO, who supervised this research,
the Clore Social Leadership Programme
which supported it, and all my
interviewees who generously agreed to
give up their time and were open about
their current and previous relationships.
Thanks to Sophie Ahmed for
commenting on the draft, and to all the
2010 Clore Social Fellows, who were
great companions and supporters in
my leadership journey.
• Chairs should be recruited for skills
and commitment.
• Charities should open up Chair
recruitment through advertising and
through using new networks to
actively promote opportunities.
• Chairs should gain an in-depth
understanding of the charity
(possibly by sitting on the board for
at least a short period) before taking
up the post.
• Umbrella bodies should promote
the status and importance of the
Chair role.
• Coaching, mentoring and action
learning should be provided for
Chairs and CEOs.
• More Chairs should be paid.
• All charities should consider having a
Deputy or Vice Chair.
• Charities should be encouraged to
institute fixed term tenure for trustees
and Chairs.
• All Chairs should be appraised.
• All CEOs should have 360% appraisals,
and their relationship with their Chair
should be part of their appraisal.
• Board proceedings and recruitment
processes should be more
transparent in order to improve
public and beneficiary confidence.
21
The Clore Social Leadership Programme
The relationship between Chair and Chief Executive is a pivotal
one for any charity. The Chair manages the board and the Chief
Executive, as in many public and private sector organisations. But charity
Chairs are volunteers, and their Chief Executives are usually employees,
with no seat on the board. Much of the interaction between Chair and
Chief Executive takes place in private, with others only learning of
tensions when they break out in open conflict. Disputes at the Poetry
Society, Amnesty and the Royal Institution have hit the headlines, but
how many relationship breakdowns never do? Penelope Gibbs, Clore
Social Fellow, set out to discover more about the dynamics of the Chair/
Chief Executive relationship though interviewing eight on each side.
Where the relationship worked well, the individuals negotiated roles and
responsibilities, challenged and accepted challenge, and respected each
other. But tales of destructive conflict, incompetence and breakdown
were also common. In this research report, Penelope describes the
relationship between Chairs and Chief Executives using their testimony,
and suggests how common problems could be resolved.
“It’s always a changing relationship. Sometimes you
are prodding and directing. Other times you are listening
and mentoring. Other times you are trying
to understand the Chief Exec’s challenges with his
own team… Partnership, collaboration, mutual support
for the organisation is where it’s at. It’s not about
individuals or egos”. Chair of major charity for five years.