The Board-CEO Relationship: Trust, Accountability, Succession, and Strategic Alignment

The Board-CEO relationship is among the most consequential governance dynamics in any organization. When it is functioning effectively, the board provides independent oversight, disciplined accountability, strategic counsel, and clear performance expectations while respecting management’s responsibility for day-to-day execution. When the relationship weakens, gaps in information flow, trust, performance management, succession readiness, culture, and strategic alignment can become material governance risks.

This program will examine how boards can build constructive, high-accountability relationships with CEOs while preserving independence, candor, and fiduciary discipline. The discussion will focus on the governance responsibilities of directors, board chairs, lead independent directors, and committee leaders in setting clear expectations, maintaining appropriate board-management boundaries, and ensuring the board has the information, processes, and authority needed to exercise effective oversight.

Key topics will include CEO evaluation and feedback, executive sessions, succession planning, strategic alignment, information quality, difficult conversations, performance concerns, and warning signs that the board-CEO relationship is no longer supporting sound governance. Participants will explore how boards can appropriately support and challenge the CEO, assess leadership effectiveness, and act decisively when risks to performance, strategy, culture, or long-term value require board intervention.

By the end of this program, attendees will be able to:

• Define the board’s fiduciary oversight responsibilities in establishing, monitoring, and assessing the board-CEO relationship.

• Apply governance practices to set clear CEO performance expectations, evaluate performance, and deliver candid, constructive feedback.

• Assess whether board structures, leadership roles, executive sessions, and information flows support independent judgment and effective CEO oversight.

• Distinguish appropriate board oversight from operational management, maintaining clear boundaries while ensuring accountability for strategy, performance, culture, and risk.

• Evaluate succession readiness, including emergency succession, long-term CEO succession planning, and the board’s role in preparing for leadership transitions.

• Identify warning signs that the board-CEO relationship is impairing governance effectiveness and determine when board intervention, enhanced oversight, or leadership action is warranted.

• Strengthen boardroom practices that support strategic alignment, productive challenge, informed decision-making, and long-term value creation.

Featured Governance Perspective

Mallory Bucher

Director, Governance Content, National Association of Corporate Directors (NACD)

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Mallory Bucher is Director, Governance Content at the National Association of Corporate Directors (NACD). 

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Boardroom Conversation: The Board–CEO Partnership in Practice

C. Howard Nye

Chairman of the Board, President and Chief Executive Officer Martin Marietta

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C. Howard (Ward) Nye has served as Chairman of the Board of Martin Marietta since 2014, as Chief Executive Officer, a Director since 2010 and as President since 2006. Mr. Nye previously served as Chief Operating Officer from 2006 to 2009. Prior to joining Martin Marietta in 2006, Mr. Nye spent nearly 13 years in a series of increasingly responsible positions with Hanson PLC’s North American building materials business...

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Gerald Roach

Firm Chair, Smith Anderson

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Gerald Roach serves as firm chair of the Smith Anderson law firm and previously served as managing partner. 

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