CEO and board chair turf wars Dr Newton Demba

THE CEO–board chair relationship is vital to effective organisational governance.

When aligned, it supports strong leadership and strategic direction.
However, conflict — often driven by overlapping roles, conflicting agendas or personal egos — can lead to damaging “turf wars” that harm organisational performance and reputation.

Before looking at turf war dynamics, it’s important to understand the distinct roles of the CEO and board chair.
Both are key to organisational leadership and governance, but each carries separate responsibilities:
• The CEO (chief executive officer): The CEO oversees the organisation’s daily operations, making executive decisions, implementing strategy, managing senior leadership and meeting performance targets. As the main point of internal accountability and the external face of the company, the CEO drives execution and operational success.
• The board chair: The chair leads the board of directors, ensuring it functions effectively in overseeing the organisation’s management and strategy. They facilitate board meetings, uphold governance standards and collaborate with the CEO on strategic alignment. Crucially, the chair focuses on oversight — not daily operations — providing essential checks and balances.

Root causes of the turf war

There are several reasons why turf wars between the CEO and board chair occur. Understanding these causes is essential for mitigating conflict before it escalates.
1. Overlapping responsibilities and power struggles
The primary conflict between the CEO and board chair stems from unclear roles and responsibilities. This ambiguity can lead to both parties feeling their authority is being undermined — with the CEO perceiving the board chair as overstepping into operational matters, while the chair feels the CEO is neglecting the board’s oversight role.
2. Competing visions or strategic direction:
Strategic vision differences between the CEO and board chair can cause friction and misalignment on key decisions. The CEO may prioritise short-term operations, while the chair focuses on long-term sustainability and shareholder value. Clashes over this balance can lead to a turf war if either feels their viewpoint is being dismissed.
3. Personality clashes:
Personality clashes between strong-willed CEOs and board chairs can drive conflict, especially in high-profile organisations. Power struggles and dominant traits may lead to passive-aggressive behaviour, subversion and efforts to undermine one another within the board or company.
4. Lack of governance framework:
A weak governance structure can foster turf wars. When roles and responsibilities are unclear in bylaws or operating agreements, the CEO and board chair may challenge each other’s authority. Without a clear division of labour, disagreements are more likely to escalate into serious conflicts.
5. Pressure from external stakeholders:
External pressure from investors, regulators or stakeholders can strain the CEO–board chair relationship. If either feels undermined, it may lead to defensiveness and poor communication. For example, investor demands for aggressive action may clash with the board chair’s focus on long-term stability.

Impact of CEO and board chair turf wars on governance

The effects of a CEO and board chair turf war can be far-reaching and deeply damaging to the organisation.
Some of the most significant impacts include:
1. Decision-making paralysis:
A power struggle between the CEO and board chair often leads to indecision. If the two are at odds, it can result in delayed decisions or an inability to take bold, decisive actions when needed. This paralysis can hinder the company’s ability to respond to opportunities or crises, leading to stagnation.
2. Diminished board effectiveness:
When the CEO and board chair are in conflict, the board’s oversight function is weakened. Unclear authority can confuse directors, create dysfunction and lead to divided loyalties, as members may align with one leader over the other — fracturing decision-making and board cohesion.
3. Weakened organisational culture:
Top-level conflict between the CEO and board chair often trickles down, creating uncertainty and eroding trust in leadership. This lack of cohesion can lead to employee disengagement, confusion and lower morale across the organisation.
4. Damage to reputation:
Prolonged public disputes between senior leaders can harm the organisation’s reputation, generating negative press, eroding investor confidence and reducing stakeholder trust. Leadership conflict signals instability and weak governance, potentially damaging brand value and market position.

Insights to prevent or resolve CEO & board chair turf wars

While conflicts between the CEO and board chair are often inevitable, there are steps that organisations can take to prevent or resolve these power struggles before they cause significant harm.

1. Clarify roles and responsibilities:
The first step is to clearly define the CEO and board chair roles and responsibilities. Governance documents like bylaws and charters should outline the boundaries between the two positions, preventing overlap and confusion, and ensuring both parties understand their authority and limitations.
2. Foster open communication:
Regular, transparent communication is key to a healthy CEO–board chair relationship. Frequent meetings to align on strategy and address concerns openly help build trust and prevent misunderstandings from escalating into conflicts.
3. Develop a strong governance framework:
Establishing a robust governance framework is essential for resolving power struggles. This includes having an independent and effective nominating or governance committee that ensures that the CEO and board chair have complementary roles and that any disputes can be addressed impartially.
4. Encourage third-party mediation:
If conflict persists, bringing in an independent mediator can be helpful. An impartial third party can facilitate communication, address underlying issues and help both parties develop a collaborative strategy for moving forward.
5. Ensure alignment on strategic goals:
CEOs and board chairs must be aligned on the organisation’s strategic goals. They should work together to create a unified vision for the company’s future, ensuring that they are both pulling in the same direction. Regular strategic reviews and goal-setting exercises can help prevent misalignment.

Conclusion

CEO and board chair turf wars can undermine governance and leadership. Preventing them requires addressing root causes, clarifying roles, fostering communication and aligning on goals. Strong collaboration between the two is key to organisational success and stability.

*Newton Demba is a corporate governance and management consultant, non-executive director and adjunct lecturer at the University of Zimbabwe in the Faculty of Business Management Sciences and Economics. He writes in his personal capacity. For feedback, please contact: [email protected] or +263784166296.