Chairman vs. CEO - Differences (Active Chairman, Non-executive)

What's the difference between chairman vs. CEO? Corporate structures differ from one firm to the next, depending on criteria such as nonprofit organization, shareholder position, and governance philosophy. A chief executive officer (CEO) and a chairman of the board—also known as the chair, chairperson, or COB—may head organizations with boards of directors. CEOs and chairmen may have completely different roles and responsibilities, or they may share parts of them.

chairman vs CEO

What is a CEO?

The highest-ranking job in a corporation is that of the chief executive officer. CEOs are accountable for the overall performance of their organizations. Here are some of a CEO's main responsibilities:

  • Setting the tone for the company's culture and articulating the company's mission.
  • As the company's top manager, I'm in charge of managing the C-level executive team and senior management.
  • Making high-level strategic decisions that will steer the company's expansion
  • Developing and maintaining ties with other businesses in order to improve company success
  • Managing the company's resources and collaborating with the finance department to keep track of costs and income.
  • Managing market positioning, investigating expansion opportunities, and driving marketing and sales message to increase the company's value to its shareholders.
  • As a board member with a front-row seat to everyday operations.
  • During regularly scheduled update meetings, present business plans, goals, and outcomes to the board.
  • Implementing board decisions across the firm by disseminating information and allocating plan execution duties
  • Using the press, professional groups, conferences, and community involvement to represent the firm to the public.
  • Handles the company's strategic issues, sets the strategic plan of the business, executes the board's agenda, and sets the company's vision.
  • Generally, oversee's the company's success.

What is a chairman?

The chairman of a corporation is the person in charge of its board of directors or trustees. Chairmen are not involved in the day-to-day operations of a firm. The following are some of the major responsibilities of a chairman:

  • Setting the agendas for board meetings based on the company's overarching objectives.
  • Providing input on issues that will be voted on by the board.
  • Representing the interests of investors at board meetings and debates.
  • Creating annual, three-year, five-year, and ten-year plans to define long-term corporate goals.
  • Examining the company's financial results and establishing internal control systems to ensure correctness and transparency.
  • Managing business unit reporting to board committees and coordinating board committee assignments.
  • Keeping an eye on the company's stability and guaranteeing its existence through periods of economic upheaval or instability.
  • Monitoring the company's profitability in terms of financial goals as well as expectations from shareholders and stakeholders.
  • reviewing high-level managers' performance on a regular basis and offering recommendations for improvement.
  • Appointing and dismissing high-level executives, including the CEO, with the business's needs taking precedence above all other concerns.

Chairman vs. CEO: the differences

Some of the most common distinctions between the responsibilities of CEO and chairman are as follows:

Some of the most common distinctions between the responsibilities of CEO and chairman are as follows:

A chairman's perspective is that he or she leads from outside the company's operations, influencing high-level policy choices. The CEO is in charge of operations, is the top decision maker, and leads from within the company's operational structure.

Daily activities

The chairman is rarely present during a company's day-to-day operations. The CEO is usually involved in the day-to-day operations of the firm.


The chairman is the highest-ranking member of the board of directors or trustees. In the company's operating organization, the CEO is at the very top.

The chairman is directly in charge of the company's board of directors. The CEO is in charge of the company's top executives.


The Chairman appoints board members to act as advisers to the business unit committee. The CEO appoints business unit committee chairs from among his top executives and managers.

Deciding between a CEO or chairman role

If you have the choice between becoming a chief executive officer or a chairman, consider the following criteria before making your decision:


The job of CEO may be a better fit if you have more experience directly managing people, providing high-level, practical leadership, and being involved in the day-to-day operations of a firm. Chairing a board may be a better fit for you if your experience is advisory and you have minimal daily involvement with a company's operations.


It's possible that your choices, rather than your experiences, will determine whether you become a CEO or a chairman. You may choose the job of chairman if you prefer to lead from a high level, employing parliamentary processes, your mediation skills, and your long-term business insights.


Examine your goals to discover which job best matches your strategy for this stage of your career while deciding between the roles of chair and CEO. Consider which option best satisfies your particular financial goals. Examine if the CEO or chairman's tasks are more likely to be professionally fulfilling. Consider which of the roles best aligns with your own objectives.

What to consider before becoming a CEO/chairman

While there is no set path to becoming a top executive, if you want to be a CEO or board chair, examine the following areas of personal and professional development:


CEOs and chairmen are frequently promoted from senior corporate positions such as chief operating officer (COO), chief financial officer (CFO), vice president (VP), or other senior management positions. If you're currently in lower management and want to advance, figure out which management duties you'll need to master before moving up to one of these two senior positions.

Focus on roles that will eventually assist you to lead an organization as your career progresses. Good executives have a broad understanding of their company's operations and can come from any department or area of business.


Examine your strengths and shortcomings, and make a list of the traits you possess. Then, for each job, compare and contrast that list with the tasks mentioned above. You could find an obvious decision based on your existing talents, or you might realize that you need to learn new skills to progress to the position of CEO or chairman.

Of course, if you want to manage a certain sector or firm, you need constantly update your skillset to incorporate hard talents relevant to that area.


In most cases, formal schooling is not required for this profession. Look for persons who are or have been executives in your personal and professional networks.

Their perspective on the CEO and chairmanships may help you better understand what measures you may take to advance your career into senior leadership.


What you do outside of work might also assist you advance your career as a CEO or chairman. Extracurricular activities—ways in which you engage with the general public—show a firm that you have interests beyond merely completing your job, just like they did while you were in school.

chairman vs CEO

Power differentials

The CEO can also influence the board of directors' makeup by appointing senior executives, many of whom are guaranteed board membership by the company's rules.

In some cases, the CEO and the chairman can be the same person. Meaning, both the chairman and CEO title are held by the same man or woman.

Independence of the Audit Committee The Sarbanes-Oxley Act of 2002, enacted in response to many high-profile company failures, established stricter corporate oversight rules, including a requirement that the audit committee be made up entirely of only external board members. No member of management can serve on the audit committee as a result of this.

While the CEO makes major choices, there are times when they must seek permission from the board of directors, such as in crucial situations (more so in Public Companies with multiple shareholders).

For example, a request to increase executive pay is determined by the board of directors. Rather than the company's management team or senior managers.

What is an executive chairman?

Typically, an executive chairman is a former CEO. He/she remains on to pass on his institutional knowledge and skills to his successor. Many CEO's believe that their businesses require the experienced guidance of their long-term leader before they ride off into the sunset.

The CEO is responsible for coordinating the senior management team. While the executive chairman can still provide oversight to the CEO.

What is a board chairman?

A chair of the board (COB) is the most powerful and influential member of the board of directors, and he or she leads the company's officers and executives. By serving as a connection between the board and higher management, the chair of the board ensures that the firm's obligations to shareholders are met.

The chair of the board of directors (COB) leads the board of directors, gives leadership to the company's executives and other workers, leads the charge on big-picture decisions, and establishes the company's corporate culture.

Definition of "active chairman"

Upper-level managers, such as the CEO and president, are appointed by the board of directors, who have the authority to remove them. In most cases, the chairman has significant influence over the agenda of the board and the outcome of votes.

Definition of non-executive chairman

A non-executive chairman of the board is not a member of the company's management team. The chair is independent of the firm, receiving plans and recommendations from the CEO via the corporate secretary and presenting them to the board of directors for approval.

Corporate governance

A company's direction and control are governed by a set of rules, procedures, and processes known as corporate governance. Corporate governance is balancing the interests of a company's numerous stakeholders, including shareholders, top management executives, consumers, suppliers, financiers, the government, and the general public.

Corporate governance covers almost every aspect of management, from action plans and internal controls to performance assessment and corporate transparency, because it offers the foundation for achieving a company's objectives.

chairman vs CEO

author: patrick algrim
About the author

Patrick Algrim is a Certified Professional Resume Writer (CPRW), NCDA Certified Career Counselor (CCC), and general career expert. Patrick has completed the NACE Coaching Certification Program (CCP). And has been published as a career expert on Forbes, Glassdoor, American Express, Reader's Digest, LiveCareer, Zety, Yahoo,, SparkHire,,, FairyGodBoss,, St. Edwards University, NC State University,, Thrive Global,, Work It Daily, Workology, Career Guide, MyPerfectResume, College Career Life, The HR Digest, WorkWise, Career Cast, Elite Staffing, Women in HR, All About Careers, Upstart HR, The Street, Monster, The Ladders, Introvert Whisperer, and many more. Find him on LinkedIn.

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