The key roles of Chairman and CEO are vital for any company. Unfortunately, confusion between these roles can arise, causing various difficulties. This lack of clarity may not only result in relationship issues between non-executive directors and executives but can also lead to problems impacting decision-making and overall company performance.

Role of chairman and CEO







The role of the CEO

The chief executive is responsible for running the business and carries full executive responsibility for the company’s success. Whilst not a full job description, a sample of a CEO’s responsibilities are below:

  • Defines the company’s strategy and business plan.
  • Communicates vision to staff and customers.
  • Defines and maintains the nature of the company’s management culture.
  • Leads the executive team in the implementation of all business programmes and initiatives.
  • Drives high level strategic and operational decisions.
  • Carries full and final responsibility for the company’s financial performance promised to investors.
  • Accounts for progress on business implementation and company financial performance to the collective board and implements board decisions.

Role of a chairman

The chairman plays a key role in managing the affairs of the board. To highlight the distinctions between a CEO and a Chairman, consider the following primary duties:

  • Firstly, the chairman leads and oversees the operations of the Board. Additionally, they are responsible for setting agendas for board meetings and chairing these meetings. Moreover, the chairman holds both the CEO and the executive directors accountable for implementing the agreed business plan, adhering to board decisions, and achieving the company’s financial targets.
  • Furthermore, the chairman provides support to the CEO and the executive team by sharing valuable experience. Acting as a mentor to the executives is another crucial aspect of their role. In addition, the chairman coordinates the activities of board sub-committees. Lastly, they are involved in the significant responsibilities of appointing and terminating the CEO.

Key differences between the roles of Chairman and CEO

  • The chairman serves as the head of the board, overseeing its affairs, while the CEO functions as the operational leader of the company. It is very important for the chairman not to take on any CEO responsibilities during business engagements or seek to exert operational authority over the CEO in daily operational matters.
  • In the realm of executive management, the CEO is dedicated to full-time involvement, actively leading the executive team, and overseeing the company’s operations. In contrast, the chairman primarily engages in part-time commitments, focusing on board affairs and providing mentorship to the executive team.
  • The chairman directly oversees the company’s board members and committees, whereas the CEO is responsible for directly managing the company’s executive directors.

THE ROLE OF THE INTERIM CHAIRMAN reasons to separate chairman and CEO roles

Michael Tait works as an interim chairman or independent chairman for privately held companies.