Board Leadership Structure

In brief: Board leadership roles are context dependent and evolve depending on the circumstances of the company and the board. The board should ensure that it defines the independent board leadership role and clearly delineates that person’s responsibilities. This tool explores the typical responsibilities of the nonexecutive chair and the independent lead director (who may be appointed when the chair and CEO roles are combined in one individual, or when the chair and CEO roles are separate, but the chair does not qualify as “independent”).

Most relevant audiences: full board, CEOs, board chairs, lead directors, committee chairs