• About us
  • Raising the Bar
  • Raising your Game
  • The Extra G - Geopolitical
  • Risk Matters - Roundtables
  • Leadership Team
  • Events
  • Blog
  • Contact
  • Menu

The Risk Coalition

  • About us
  • Raising the Bar
  • Raising your Game
  • The Extra G - Geopolitical
  • Risk Matters - Roundtables
  • Leadership Team
  • Events
  • Blog
  • Contact

When dominant CEO meets weak Chair, risk inevitably follows

February 07, 2023

CEOs must be strong communicators to succeed in their role.  When this veers towards a dominant style, unhealthy board dynamics ensue.  Add a weak Chair to the mix, and the stage is set for an ineffectual board and governance risks.  At worst, objective oversight is so weakened that the board is rendered a committee driven by the executive, which defeats its purpose.

CEO dominance takes many forms.  For example, control of the board’s agenda to steer suboptimal strategy, or divert attention from internal checks and balances and the story they tell.  It could be CEO aggression of the Fred Goodwin mould which scares off scrutiny and challenge.  Then there is the expansive CEO who sucks all the energy from board proceedings, crowding out more effective focus, particularly in smaller firms where leadership skills may be less honed than in the corporate world.

This makes it all the more important for the Chair to orchestrate proceedings.

Some leaders are born great.  Some achieve greatness, and some have greatness thrust upon them

Unfortunately, some Chairs may also fall short of greatness allowing commercial, regulatory and reputational risk to fester.

It may be to lack the force of personality to counter a headstrong CEO, and the character to call out executives’ ethical deviations.  Credit Suisse and RICS spring to mind.  Or the Chair may have a compromised or partial view of the operating context and strategic trajectory, such that Board priorities critically mismatch stakeholder expectations.  Vodafone may serve as an example here.

What about the non-executives?

Boards often describe themselves as collegiate, suggesting a certain courtesy in how they work together as board colleagues.  However, weak boards may in effect prioritise not being seen to rock the collegiate boat, which poses a risk to good governance.

From the Chair’s viewpoint, seeking collegiate fit helps to explain a conservative more-of-the-same approach with non-executive appointments, where fit trumps cognitive diversity despite the enhanced perspective the latter brings.  From the non-executive viewpoint, there may be personal risk in pushing back on a myopic Chair, particularly as a lone voice on a board whose collective heads will not rise above the parapet.  And if non-executives are insufficiently curious to spot lead indicators of irregularity - or too over-boarded and over-stretched to care – the governance risks will shoot up.

Governance can be weak even when financial probity is strong

Financial expertise underlies effective board composition; Chairs, CEOs and non-executives often originate from finance roles and the financial sector.  For all boards – and especially when strong representation of finance expertise overshadows other competencies – it’s worth noting that limitations in strategic oversight can augur financial risk today, and bottom line impact tomorrow.

Michele Gorgodian is a non-executive director, and founder of Integra which delivers executive coaching and change consulting to corporate clients

Tags: Michele Gorgodian
Prev / Next

Blog

Featured
Apr 15, 2025
Vera Cherepanova
The future of ESG: navigating a fragmented landscape
Apr 15, 2025
Vera Cherepanova
Apr 15, 2025
Vera Cherepanova
Mar 6, 2025
Mo Warsame, Gavin Hayes
Internal audit and risk management must work together to navigate uncertainty
Mar 6, 2025
Mo Warsame, Gavin Hayes
Mar 6, 2025
Mo Warsame, Gavin Hayes
Sep 4, 2024
Polly Williams, Mia Harris
Three key threats of phishing to be aware of
Sep 4, 2024
Polly Williams, Mia Harris
Sep 4, 2024
Polly Williams, Mia Harris
Aug 25, 2024
Felix Ritchie
Principles versus rules in data and corporate governance
Aug 25, 2024
Felix Ritchie
Aug 25, 2024
Felix Ritchie
Jul 16, 2024
Jane Hunter, Mia Harris
How can you maintain high standards in your business without suffering burnout?
Jul 16, 2024
Jane Hunter, Mia Harris
Jul 16, 2024
Jane Hunter, Mia Harris
Jun 2, 2024
Afshan Moeed
Enforcement of individual accountability in UK banking: a new boardroom recipe for change or continuity?
Jun 2, 2024
Afshan Moeed
Jun 2, 2024
Afshan Moeed
May 28, 2024
Craig Morris, Mia Harris
Three exciting new developments for AI in 2024 that you need to know about
May 28, 2024
Craig Morris, Mia Harris
May 28, 2024
Craig Morris, Mia Harris
May 24, 2024
Stefan Hunziker
The stuff of nightmares: risk management is shut down, and nobody notices
May 24, 2024
Stefan Hunziker
May 24, 2024
Stefan Hunziker
Mar 20, 2024
Neil Tinegate
What should boards know about digital technology?
Mar 20, 2024
Neil Tinegate
Mar 20, 2024
Neil Tinegate
Mar 15, 2024
Francis Kean
The insolvency risk for company directors - are you swimming naked?
Mar 15, 2024
Francis Kean
Mar 15, 2024
Francis Kean
Feb 29, 2024
Andy Watkins-Child
Are you sitting comfortably?  Cyber risk, board attestations and the implications for NEDs
Feb 29, 2024
Andy Watkins-Child
Feb 29, 2024
Andy Watkins-Child
Oct 24, 2023
Mamun Madaser
Risk management and internal audit should collaborate to navigate the poly-crisis of risk
Oct 24, 2023
Mamun Madaser
Oct 24, 2023
Mamun Madaser
Oct 18, 2023
Jim Watson
How to mitigate the risk of cyber security breaches – part 2
Oct 18, 2023
Jim Watson
Oct 18, 2023
Jim Watson
Oct 13, 2023
Nisha Sanghani
Risk management and internal controls: much (needed) work to do as a result of the proposed changes to the UK Corporate Governance Code
Oct 13, 2023
Nisha Sanghani
Oct 13, 2023
Nisha Sanghani
Oct 9, 2023
Jim Watson
How to mitigate the risk of cyber security breaches – part 1
Oct 9, 2023
Jim Watson
Oct 9, 2023
Jim Watson