Candour before the board decides

Bevan Gray

Some of the most important conversations a chair has with a chief executive take place before the board has reached a formal position.

That can be uncomfortable territory. A board exercises authority collectively; the chair cannot manufacture a collective view between meetings. Yet by the time a concern has developed into a formal board position or direction, the underlying problem may already have hardened.

My view, formed through experience as a chief executive, chair and board adviser, is that a chair who confines informal communication with the chief executive to relaying formal board decisions leaves much of the relationship’s value unrealised.

A less visible but consequential contribution is recognising when separate signals among directors are forming a pattern the chief executive needs to understand – and surfacing it while there is still time to respond.

That is not permission for freelance governance. It requires judgement to interpret what directors are saying without manufacturing consensus or directing the CEO. 

What the CEO cannot see from inside the role

The chairs who added the greatest value to me as a CEO did not confine our relationship to formal governance business. They became trusted sounding boards, particularly during my first 90 days, when I was still learning the organisation’s history and personalities.

In large global organisations, the formal structure rarely tells the whole story. An experienced chair can help an incoming CEO read the relationships and informal influence that affect how decisions are received.

Strong chairs also gave me candid feedback about how I was landing. A chair who can say, “I am hearing a recurring theme in the feedback from individual directors about how you are engaging with the board” or “This is what I am hearing from key stakeholders” gives the CEO context against which to test their own reading and adjust early.

They did not tell me how to lead. They gave me context I had not yet had time to acquire for myself, allowing me to exercise my own judgement with a clearer view. 

When concerns start to connect

An emerging concern may first appear in repeated questions, requests for more evidence, recurring reservations, changes in tone or a gradual weakening of confidence. The CEO may experience each signal separately; the chair is often better placed to see how they connect.

The chair’s task is not simply to collect those signals, but to test them. How widely is the concern shared? Is it being amplified by one influential voice? Does it relate to the decision itself, the evidence supporting it or confidence in management’s ability to execute? Are directors seeking assurance, faster action or a change in direction?

Surface the issue too early or too forcefully and the chair may turn a personal interpretation into implied instruction. Wait for a settled board position and frustration may have been building unseen for months. What could have been useful early challenge may instead be received as an unpleasant surprise. 

Sharing an emerging concern

I recall a situation in which a pattern of concern had emerged among directors about the capability and organisational fit of a senior executive. The CEO was assessing the same issue and any change would be consequential.

As chair, I shared the pattern of concern candidly. At that point, it was not a formal board decision and should not have been dressed up as one. But it was context the CEO needed. The assessment of the executive and any action remained the CEO’s responsibility.

The CEO ultimately made a change. My contribution was neither to provide permission nor to make the decision indirectly. It was to ensure the CEO could exercise judgement with a fuller understanding of what was developing among directors. The context was shared; the decision and accountability remained theirs. 

Influence without taking over

There is an important distinction between helping a CEO exercise judgement with confidence and becoming the source of their permission to act. Good chairs should influence the CEO’s thinking; otherwise, much of their experience and perspective is left unused. That influence can sharpen the CEO’s judgement, but it should not replace it.  

A chair may challenge strongly, state a personal view and explain the consequences they believe may follow. But unless the matter properly requires a board decision, the CEO must remain genuinely free to reach a different conclusion – and accountable for doing so.

After the conversation, could the CEO decide differently without reasonably believing they had defied the board? If not, the chair may effectively have delivered an instruction without the transparency of a board decision.

Holding that boundary requires confidence on both sides: the CEO must be able to disclose uncertainty without it being read as weakness and the chair must be able to challenge without the challenge being read as a withdrawal of support.

The conversation before the decision

The best chair-CEO partnerships are not defined by constant agreement or comfortable conversations. Their strength lies in whether different perspectives produce better judgement while leaving authority and accountability intact.

The best chairs neither wait passively nor overreach. They surface difficult concerns early and accurately, while being clear about how widely each concern is shared and how far it has developed.

Communicating what the board has decided is rarely the chair’s hardest judgement. The harder judgement is knowing when to surface an emerging concern – without turning it into a board instruction. 

Bevan Gray is the founder of Bevan Gray Advisory. He has nearly 20 years’ experience advising boards and executives, including senior leadership and CEO roles with Korn Ferry, LHH and Aon. He has served as a director and chair of corporate and not-for-profit organisations.