How New CEOs Can Start Off on the Right Foot with Their Board

In each position along their career path, a CEO has generally had only one boss. In addition, each of these bosses previously held senior management roles in the company, making them very familiar with the responsibilities of the job. Now, as new or aspiring CEOs, they are about to have as many as 10 or even 15 bosses—otherwise known as the board of directors.

Not only that, but CEOs will also report to board members who have never worked for the company, including many who have no experience working in the industry. For example, when I became CEO of Baxter International, a $12 billion healthcare company, one of the board members had a background in restaurant management. He knew a lot about food service, but nothing about healthcare.

Such challenges can generate friction, even to the point of an adversarial relationship. As a McKinsey report noted in 2023, “Poorly managed, the relationship between the CEO and the board can devolve into a loss of trust and paralyzing ineffectiveness.” The prospect is even more daunting when considering research that shows as many as 25 percent of corporate boards are dysfunctional.

Consider what happened at OpenAI, when Sam Altman, founder and CEO, was fired by the board, which accused him of ineffective communication and misinformation. About a week later, Altman was reinstated, amid protests within the company over his removal, and the board was later shaken up. The question remains: How much of this unproductive drama could have been avoided if both the CEO and the board had focused more on their working relationship?

A positive relationship starts with setting expectations

Given my experience as both a CEO and a member of more than 20 boards, including Leidos and OptionCare Health, I am frequently asked by new and aspiring CEOs for advice on how to establish a positive and productive relationship with their board. My advice can be summed up in a four-step model steeped in the principles of values-based leadership and geared toward building rapport and reducing frustration and conflict.

The first step in the model is to set clear expectations for both sides. From the board’s perspective, expectations should be clear around how often they want to meet with the CEO, the level of detail to be discussed, and their wish to hear not only about what’s going well, but also about the major issues and challenges facing the company.

For the CEO, it’s reasonable to expect every board member to be on time for every meeting and to come prepared to challenge management in a respectful way. Arguably, the biggest expectation is that board members will know the difference between management and governance. I often reflect on the advice I received from William Graham, the long-time chair and CEO of Baxter International: “Management manages, and boards govern.”

When these expectations are well understood by both parties, everything works smoothly. It’s far easier to prioritize the values of the company and its leaders and to encourage healthy debate for a balanced perspective.

However, I have seen many cases where either the board gets overly involved in management or a weak management team relies on the board to manage. The result is confusion over whether the CEO or the board is actually running the company. Often, chaos and unnecessary drama ensue.

One of the most tumultuous examples has been Disney, with yet another change in board leadership and another CEO search in the works. In addition, the company engaged in a costly proxy battle after activist investor Nelson Peltz and former Marvel CEO Ike Perlmutter tried unsuccessfully to win board seats. Now, Disney’s board will soon get its fourth chair in three years, with James Gorman, CEO of Morgan Stanley, taking that position. On Gorman’s agenda is finding a successor for CEO Bob Iger, who is expected to step down for a second time in 2026. Going forward, establishing a good working relationship among the board members and with the new CEO clearly must be a priority.

Communication, expectations, and consequences

Once expectations are set, the second step is to communicate clearly and often. I have seen many situations in which management did not keep the board up to date on an important issue, and the board was taken by surprise. Neither boards nor management want to feel blindsided.

When expectations are set and clearly communicated, the third and fourth steps follow: holding each other accountable, and understanding the consequences for meeting or failing to meet expectations. If expectations are not met, CEOs should not be surprised if they are no longer running the company. Similarly, board members who do not foster a healthy, challenging environment, or who continuously overstep their governance responsibilities, should be removed from the board. And, when expectations are met by all parties, the reward is a higher-performing company and a rising stock price.

As new CEOs take the reins of a company, they cannot lose sight of the importance of establishing a positive working relationship with the board of directors. Good rapport helps ensure a successful and smooth transition for the incoming CEO and better management across the organization.

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A version of this article originally appeared in Forbes.