12 Actions For Minimising Board & CEO Conflict

board ceo conflict


Estimated read time: 5 minutes


At a board retreat, the CEO outlined his vision for the future. The reaction from some of the board was swift. Some felt it would not work and aggressively, indicated they would not support it. What happened next floored me.


The CEO sat down, buried his face in is hands and started crying. The board froze. The Chair of the Board stared forward, face impassive. People looked to the ground. With nothing happening, and the minutes ticking away, I rose and walked across to the deputy chair and suggested she lead the sobbing CEO out until he had recovered. I then suggested to the Chair he take control of the meeting and call a short recess.


Later the CEO explained to me that the relationship with the board had become so poisonous, that he was no longer able to function effectively, could not sleep. He felt his unhappiness showed to employees, funders and clients. Board members shared with me that they felt the CEO had become ineffectual, defensive and abrasive.


Tension between boards and CEOs can be a feature of some not for profits. The tension can surface in snide comments in meetings or in extreme cases it can lead to board splits and legal actions. Another CEO I worked with, arrived at a board meeting to find someone she did not recognise present. At the meeting, the Chair advised her that she was being relieved of her duties as CEO and this new person was taking immediate charge. This CEO had realised that there was tension between her and the Board but did not realise that the situation had reached this point.


There are three main reasons for significant clashes between Boards and CEOs


  1. Board members and/or CEO do not understand their role
  2. Personality conflicts between board members or between board members and CEO which do not make it easy for them to get along
  3. Inappropriate behaviours by board members or CEO e.g. bullying or giving inappropriate or impossible timelines, refusing to be collaborative


There are some actions which successful agencies use to mitigate or prevent these conflict situations:


  1. Orientate board members to their roles as less than half (43%) of not for profits orient their board members adequately. Understanding their role, the organisation’s mission and the day to day operations of the organisation, can avoid many conflict situations.
  2. Develop a common understanding of what governance, as opposed to management, is within that not for profit. There is no single right way to balance governance and management and organisations need to be clear as to their context otherwise there will be multiple approaches which an be conflicting.
  3. Remind stakeholders at least annually of this difference between governance and management in that organisation. Draw distinctions in board discussions.
  4. In board meetings, ensure that board members avoid focusing on wrong details. Ever been in a situation where an agency approves a two million dollar budget within the blink of an eye and then obsesses over a $50 line item?
  5. Undertake an annual board self assessment to identify how board members feel about their role and the rest of the board members. There are free tools available for these or external assistance can be provided to undertake the assessment and develop an action plan to move forward.
  6. The board needs to explicitly focus on vision and strategy at every board meeting. Some boards only visit these annually which does not allow individuals to remain focussed on strategy.
  7. Have a documented clear evaluation process for the CEO that is fair and does not allow a vindictive or frustrated board member to hijack the process. Concrete goals need to be set and evaluated annually. Any decision regarding appropriate fit of CEO with organisations needs to be based on this process.
  8. The board chair must spend time with the CEO in informal and formal contexts to provide feedback and guidance regarding board expectations. If the board chair is in conflict with the CEO (or vice versa), assign another board member to lead in this situation.
  9. Ensure CEO provides board with sufficient quality information including financial data, program progress, policy information and personnel updates.
  10. Ensure the CEO understands their role requires accountability to the board.
  11. The Chair of the Board must not allow or accept uncollaborative, harassing or bullying behaviours by any member of the organisation. These behaviours definitely should not be tolerated in a board setting. Have a mechanism within the organisation to deal with bullying complaints and do not prevent people from using it including provisions for when the Chair is accused of such behaviours.
  12. Organisations that have successfully dealt with difficult conflict usually note that calling in external help before a situation really festered and smouldered can be effective. If there are tensions, do something early.


One board I worked with had been riddled with dissension for years. Most board meetings included at least one shouting match and the board Chair spent much time, trying to avoid anything controversial. By taking the actions listed above, the board changed its culture with 18 months. Today, they have not had a shouting match at a board meeting for three years and board members report greater satisfaction with their experience. From my observations, the quality of decisions made by the board has improved.

Avatar About Martin J Cowling

Martin J Cowling is a leading global consultant on not for profit and volunteer management. In 2010, he was nominated by Philanthropy 411 as one of the 67 most “dynamic and engaging speakers” on philanthropy in the world. The list included Bono and Dr Jim Collins.

Martin undertakes research, provides consulting, engages in mentoring and makes presentations in over twelve countries annually on areas connected with Not for Profit Management, Organizational Culture, Motivation, and effective Volunteer Management.

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