Few aspects of board work are more consequential than how the board approaches its relationship with the CEO. This relationship influences everything from strategy to culture to long-term enterprise value. Boards that nurture a constructive, high-trust partnership with their CEO are better positioned to anticipate risks, respond to change, and help leadership deliver results. Those that don’t prioritize a respectful, honest, and communicative relationship can become misaligned, develop an unhealthy imbalance of power, or cease to trust each other, with serious repercussions for the organization. 

The good news: Most boards describe their relationship with the CEO as effective. The latest Boardspan Benchmark data places the Board-CEO and Board-Management Team relationships in the top half of all scores across nearly 60 performance dimensions—including strategy, culture, and board responsibilities. This signals a healthy dynamic of trust and collaboration at the top. 

The Boardspan Benchmark shows a decrease in the median scores for Board and CEO dynamics since 2023. 

Still, scores for Board-CEO dynamics have declined slightly since 2023. In a more volatile environment, that’s not entirely surprising. Tensions that might go unnoticed in better times tend to surface when performance lags or pressure mounts. With higher stakes, tighter funding, and greater scrutiny, the room for misalignment grows—and so does the risk of friction. 

In these turbulent times, the rewards for strengthening this relationship are great. Boards and CEOs that deliberately cultivate a healthy, productive dynamic will find themselves better able to have the frank discussions required to align on strategy, consider novel risks, and adapt to new circumstances. 

High-functioning board-CEO relationships share familiar traits: mutual respect, open communication, and a healthy balance of power. There’s no deference, no dominance—just candor, trust, and collaboration. 

That kind of relationship requires more than goodwill. It takes shared commitment to the mission, clarity about roles, and mutual respect for the responsibilities on both sides. Boards that support without micromanaging—and CEOs who inform without filtering—tend to get the most out of the partnership. 

Trust is foundational, but fragile. It can erode when respect fades, CEOs feel second-guessed or unsupported, or when board members find their guidance isn’t valued or are surprised by “bad news.” One sure way for a CEO to undermine their board’s confidence is failure to provide updates about significant issues, whether a failed product launch, new competition cutting into sales or a consequential personnel problem. Leaders sometimes interpret these as operational issues and don’t think to inform the board, but when board members discover they weren’t updated on a new threat to the forecast or to the business itself, they often develop concerns about what else they may not be informed about. This is how trust unravels. 

Meanwhile, CEOs don’t typically react well to board members who adopt a tone or line of inquiry that suggests they think they could do a better job or don’t believe the team is doing everything possible to meet challenges and be successful. This breeds antipathy and also erodes trust. 

Best Practice: Aim to cultivate open, honest dialogue and set a tone of psychological safety. By encouraging transparency, asking thoughtful (not adversarial) questions, and modeling integrity, board members foster trust and better decision-making. CEOs cultivate trust through a willingness to discuss challenges and failures as well as successes and by regularly updating the full board about any issues that could have a significant impact on financial results or strategic plans. 

A board member reaches out directly to senior executives, asking for data or analyses without running the request by the CEO.…

A board continues to pressure the CEO to part with a key team member who has lost its confidence, even after the CEO has heard the critique and responded in support of the team member or stated they are currently needed in the role.  

A CEO who promises a seat on the board to someone before the Nominating & Governance Committee has even set up an interview.…

A CEO who asserts they will hand-pick their successor. 

These are but a few real-life examples of how boards and CEOs overstep. There are many others! More often than not, boards and CEOs understand their roles, but it’s hard to run a business, and when board members get concerned or frustrated, they have a natural tendency to lean in. (If a board member truly knows better than the CEO, maybe they should be the CEO!) Often board members are looking at the issues through a different lens, only seeing part of the problem, and would be better off letting their chosen leader lead.  

Boards that drift into operational decision-making risk undermining the CEO’s authority and create confusion among team members that can lead to work slowdowns, friction around who’s directive to follow, morale problems, and possibly a CEO’s exit. CEOs who take the lead on governance issues risk compromising the board’s ability to fulfill its fiduciary duties, and in extreme cases may lose board members as a result or even face legal challenges. 

Best Practice: Clearly articulate responsibilities to help both board and CEO stay in their lanes, while collaborating effectively. Be specific about which responsibilities belong to the board, which to management, and which are shared. Some responsibilities are codified in board and committee charters, while others may benefit from a discussion and/or the creation of explicit Board Agreements as well as ongoing reinforcement. Be sure to include clear guidelines on the board’s responsibilities as part of new member onboarding. Understanding the roles and their boundaries creates a foundation for mutual respect and reduces friction.  

Not providing regular constructive feedback to the CEO is a huge miss. Even the most self-aware of executives benefits from timely input on what’s working, how they are perceived, where they have room to grow. Without feedback, not only might the CEO lack the perspective needed to adapt leadership approaches or respond to evolving priorities, but the board might fail to spot or take action to remediate challenges as they arise.  

A regular review of the chief executive is a clear governance responsibility. It holds the CEO accountable for performance, the board accountable for affirming the company has appropriate leadership, and both accountable for ensuring there are agreed upon goals and results that are measured. Not scheduling an annual performance evaluation or allowing it to be a subjective exercise that can be shaped by whoever collects the data does a disservice not only to the CEO, but to the whole organization. It can also upset the power dynamic between the board and CEO.   

Best Practice: Establish a consistent, respectful feedback process that promotes clarity and candor. High-performing boards provide an annual CEO Review that evaluates performance on both hard and soft skills (not just financial outcomes), as well as constructive feedback after every board meeting. 

A well-structured, objective, annual CEO 360 Review is invaluable for clarifying expectations, reinforcing strategic alignment, and identifying areas where the board, management team, and CEO may have different perspectives on performance.  Using the same format year after year allows for progress to be measured. When conducted thoughtfully, the CEO review becomes a vital tool for ensuring the organization’s leadership is not only effective today, but continuously evolving to meet the challenges ahead. 

Regular feedback at the close of each board meeting allows for continuous affirmations of good performance and course corrections in the moment. The board chair or lead independent typically gathers feedback at the close of the meeting—either during Executive Session or one-on-one follow-ups—then distills key themes to share with the CEO. This input can be delivered in a private debrief or in a full board setting to model transparency and shared accountability. By framing feedback as an ongoing leadership conversation rather than a periodic critique, the board reinforces partnership and supports the CEO’s continued effectiveness.