Director FAQ: Board Leadership Structure: Split Versus Combined CEO/Chair

In brief: The debate over which board leadership structure is optimal—an independent chair or a combined CEO/chair with a lead independent director—has no clear resolution. NACD supports the position that either board leadership structure can work. How the structure is enacted likely has a greater impact than which structure is chosen. This memo reviews leading practices for implementing a board leadership structure, relevant trends, and investor perspectives on the issue.

This resource can help your board

• Create a leadership position to lead the independent directors on the board.
• Review the pros and cons of each board leadership structure and evaluate the best structure for your board.
• Communicate the rationale behind the chosen board leadership structure to major investors.

Most relevant audiences: CEO, board chair, lead independent director