Chair (Chairperson): Definition, Responsibilities, and How It Differs from the CEO

Key takeaways

• The chair is an executive elected by the board of directors who presides over board and committee meetings and helps set the board’s agenda.
• The chair oversees board governance, helps build consensus, and influences major board decisions, including CEO selection.
• The CEO runs the company’s day-to-day operations and implements strategy; the chair supervises the board that oversees the CEO.
• Combining the chair and CEO roles can reduce checks and balances; separating them promotes clearer governance.

What is a chair?

The chair (or chairperson) leads a company’s board of directors, which represents shareholders and provides oversight of management. The board establishes policies on corporate governance, executive appointments, compensation, dividends, and other major matters. The chair presides over meetings, sets or influences the agenda, and works to ensure orderly discussion and consensus among board members.

Main responsibilities

• Preside over board and committee meetings and manage meeting agendas.
• Facilitate discussion, mediate conflicts, and build consensus among directors.
• Ensure the board fulfills its governance, oversight, and fiduciary duties.
• Lead or participate in the process for hiring, assessing, and, if needed, replacing the CEO.
• Represent the board in communications with senior management and, in some cases, with shareholders or external stakeholders.
• Uphold governance best practices and encourage boardroom accountability and independence.

The chair may be an executive (holding other roles within the company) or a non-executive (independent) director. Non-executive chairs often strengthen oversight by maintaining distance from daily operations.

Chair vs. CEO

Primary focus
* Chair: Governance, board leadership, oversight of management.
* CEO: Operational leadership, day-to-day management, strategy execution.

Authority and accountability
* The board (led by the chair) appoints and can replace the CEO.
* The CEO reports to the board and manages executives and company resources.

Practical differences
* In smaller companies, CEOs often take a hands-on role in operational decisions.
* In large corporations, CEOs focus on high-level strategy and external relationships, while delegated executives handle operations.

Although the chair does not usually manage daily operations, the chair can influence major decisions through board leadership and voting.

Combining or separating the roles

Some companies combine the chair and CEO roles (common in founder-led firms). This can provide unified leadership but may weaken oversight by concentrating power in one individual. Separating the roles promotes checks and balances, clearer role definitions, and greater accountability—factors often favored by governance best practices and institutional investors.

Naming and etiquette

Terminology varies by region and preference (chair, chairperson, chairwoman). Choice of title is typically based on organizational culture and individual preference.

Examples

• JPMorgan Chase: Jamie Dimon has served as both CEO and chair.
• Apple: Tim Cook is CEO while Arthur D. Levinson serves as chair (roles separated).
• Meta (Facebook): Mark Zuckerberg has held founder, CEO, and chair roles.

Conclusion

The chair plays a central role in corporate governance by leading the board, shaping agendas, and overseeing management—most importantly the CEO. Clear separation between the chair and CEO roles generally strengthens accountability and governance, while combining them may offer unified leadership at the cost of independent oversight.