Managing a Dominant CEO
In some organizations the CEO is clearly in charge of everything, yet the board has the legal responsibility to hold the CEO accountable. There are some specific things the board can do to take control.
Define the CEO’s Role
Clarify with the board the roles and responsibilities of board members to discourage a dominant CEO from pushing his own agenda.
Clarify with the CEO and the board, the role of the CEO, emphasizing that the CEO is to serve the board and receive direction from the board.
Set operational limits for the CEO to follow, restricting inappropriate actions of the CEO.
Set clear goals with time lines where appropriate.
Provide Board Leadership
To focus the board meeting on board matters, not CEO issues, ensure the board chairperson, with input from the board, plans the draft agenda and have the board approve the agenda at the beginning of the meeting.
As chair of the board, sit beside the CEO in board meetings. In this position it is easy for the chair to check if the CEO has operational concerns about a policy discussion. Anyone who wishes to address the CEO is also looking towards the chair, so it is difficult for the CEO to gain unilateral control of the meeting.
As a board, determine how you will monitor the CEO and the organization’s achievements. Indicate what reports you want, what detail you wish on each topic, and when you expect to receive the reports.
Encourage capable, assertive people to become board members to balance the dominant CEO.
Assess Performance
Conduct annual performance reviews (consider twice a year for a dominant CEO). Give positive and constructive feedback to encourage desired behaviour.
Complete a self-assessment of individual board member behaviour and actions of the board. Consider completing anonymous evaluations of all regular board meeting participants including the CEO. This ensures the CEO receives feedback without being singled out. Board members who don’t wish to “pick on” their CEO may be more comfortable with this inclusive approach.

