It’s a topic we don’t often talk about. Perhaps it feels a little too close to home for many of us in the not-for-profit sector. But it’s something I’ve witnessed more times than I’m comfortable with: a board chair acting in their own interest to become the CEO of the very organisation they govern.
This dynamic raises deeply complex ethical, governance, and relational questions. How do we uphold integrity, fairness, and transparency when the lines between governance and management begin to blur? How do we protect our organisations from potential conflicts of interest while honouring the genuine commitment and lived experience that board members often bring?
My own journey
I’ve walked my own version of this path, so I don’t write these reflections with judgement – rather, with humility and care.
Years ago, as Chair of Cystic Fibrosis ACT, I worked alongside an incredible volunteer board to strengthen governance, strategy, and operations to a place where we could finally employ our first staff member. When the CEO role was advertised, I made the decision to stand down as Chair and apply. I recall that interview vividly; I gave what I now reflect on as my worst-ever performance, deliberately listing out my flaws to the panel. Why? Because I genuinely wanted them to find the best person for the job. It wasn’t about me, it was about the people we served.
Importantly, there was no existing CEO in the role at that time, so the recruitment process was about building something new. But I’ve since observed situations where the line is far murkier, where a sitting CEO is being performance managed while a board member expresses interest in their role, or where a Chair informally positions themselves as the ‘natural next leader’.
That’s where it gets tricky.
Why is this such an ethical grey zone?
At its heart, the Chair-CEO relationship is one of the most critical dynamics in any organisation. It is built on mutual trust, accountability, and respect for distinct but complementary roles.
When a board chair expresses interest in stepping into the CEO role, it can create:
- A perceived or real conflict of interest. How can a Chair impartially lead performance discussions about a role they themselves are interested in?
- Power imbalances. Board members, especially Chairs, hold inherent power in governance discussions. Without clear policies, this power can inadvertently or intentionally influence decisions.
- Erosion of trust. CEOs and staff may feel undermined, unsafe, or disengaged if they sense recruitment or performance processes are driven by internal ambition rather than organisational need.
So, what can we do about it?
Here are some practical reflections for NFP boards and CEOs navigating this complex space.
1. Ensure your constitution or policies address it.
Does your constitution, board charter, or governance policy state whether board members can apply for staff roles, and if so, after what period?
Introducing a cooling-off period – for example, requiring board members to stand down for 6-12 months before applying for staff roles – can:
- Reduce perceived conflicts of interest.
- Provide organisational breathing room to separate governance from operations.
- Protect relationships and maintain fairness in recruitment.
It’s a simple policy that can save a world of pain later.
2. Remember the Chair’s role.
The Chair is not ‘above’ the board. Their role is to facilitate meetings, support governance functions, and potentially cast a deciding vote if decisions are tied (though ideally, robust consensus processes avoid this). They do not hold special powers over recruitment decisions or performance management.
Board decisions are collective decisions. Reinforcing this culture prevents undue influence from any single individual, no matter their title.
3. Clarify strategy and CEO KPIs.
When an organisation’s strategic direction is clear and the CEO’s performance indicators are robust, it reduces the risk of ambiguity or opportunism. Every board should ask:
- Are our strategic priorities clear, achievable, and aligned with community need?
- Have we co-designed CEO KPIs that are specific, measurable, and linked to organisational outcomes?
- Are timelines and expectations transparent and fair?
Clarity protects everyone involved, the board, the CEO, and most importantly, the community you serve.
4. Plan for good performance.
If a board member has aspirations for the CEO role, they should recuse themselves from all discussions and decisions relating to CEO performance management and recruitment. It is also, however, the responsibility of all Board members to ensure they are creating a psychologically safe workplace, this includes the Boardroom for the CEO. When ambitions are not said out loud, they can be made clear in broader discussions.
Board culture must prioritise ethical governance over individual ambition. Set and plan for success with a Strategic Business Plan and clear CEO KPI’s that enable the whole board to see the delivery and outcomes of the CEO and organisations work. This can often be the last thing on a Board’s agenda, but should be the first.
5. Use in-camera sessions wisely.
Don’t underestimate the power of an in-camera (closed) session to ensure board alignment on CEO performance, strategy, and recruitment decisions. These sessions, without staff or non-board observers present, can:
- Provide a safe space for robust discussion.
- Build collective ownership of decisions.
- Ensure all board members are informed and aligned.
However, they should be used sparingly and with clear purpose to maintain transparency and trust with staff. Good practice is setting 2 per year in your Board calendar.
6. Recruitment of board members is a board responsibility.
It’s worth noting here: recruitment of board members should always be conducted by the board itself, not by the CEO.
Yes, a CEO can be involved if the board deems it valuable, particularly in providing insights on operational skills needed. But ultimately, their focus should remain on running the organisation. Board recruitment is a governance function, ensuring the right skills, diversity, and perspectives are around the table to guide the organisation’s strategic direction.
Circling back: we are all volunteers, but that doesn’t negate our responsibility
I hear this argument a lot: “But we’re just volunteers.”
Yes, we are volunteers. And we are also stewards of public trust, often leading organisations that support our communities’ most vulnerable. Our volunteer contribution is meaningful, but it does not reduce our responsibility to uphold governance integrity, fairness, and ethical decision-making.
When we blur the lines between governance and operations, we risk undermining the very communities we aim to serve.
Questions for your next board meeting:
Do we have clear policies about board members applying for staff roles? Are we confident that our CEO performance management processes are fair, transparent, and free from conflicts? How can we strengthen the clarity of our strategic direction and CEO KPIs? Are we recruiting board members strategically, with diversity of skills and lived experience, and through board-led processes?
