zpostcode
Oversight and management: The corporate C-suite and board of directors
Feb 10, 2026 1:27 PM

  

Oversight and management: The corporate C-suite and board of directors1

  What’s the difference between a company’s chief executive officer (CEO) and its president? And what about the board of directors and its leader, the chairman (or chairperson, or simply “chair”)? Who’s in charge? Fantastic question.

  Corporate titles like these are common—exceedingly common—but not frequently defined. Here’s a rundown of all the chiefs and chairs, their functions, and the typical corporate chain of command (and control).

  How are corporations structured?Corporations are organized using a clear hierarchy and checks and balances on decision-making authority. You may be most familiar with the C-suite—C being short for “chief”—but corporations also have boards of directors. The C-suite assumes operational responsibility and control, while a company’s board of directors oversees and guides the C-suite.

  Some corporations have presidents, too. Excluded from the C-suite, presidents typically take direction from C-suite executives and hold primary responsibility for operations and strategy execution.

  Should the same person hold the roles of chair of the board, CEO, and president? There are certainly trade-offs. Combining CEO and chair of the board can streamline decision-making and tighten the timeline between decision and execution of any given initiative. But such consolidation can also raise governance concerns in matters including executive compensation and financing operations such as share buybacks, dividends, and issuing corporate debt.

  Smaller corporations—particularly where the founder is still active in both executive and governance matters—tend to lean toward a combined role. But as the company matures, the founder may look for a successor to be CEO, and/or they may retire to a role of chairperson emeritus. Large corporations almost always separate these roles among executives to maintain the appropriate checks and balances, but there are exceptions.

  Corporate structure matters because the right structure balances strategic leadership (vested with the board of directors) with operational leadership (vested with the C-suite). The corporate system of checks and balances, when designed and implemented properly, prioritizes and protects the interests of a corporation’s shareholders.

  Understanding the C-suiteEvery corporation has a chief executive officer (CEO), and likely a chief financial officer (CFO) and chief operating officer (COO). Other types of chief executives can (and frequently do) contribute to the leadership and management of companies.

  Chief executive officer. As the title implies, the chief executive officer holds the highest executive position in a corporation. CEOs are responsible for shaping and executing the company’s vision, mission, and strategic objectives. CEOs often hold a seat on the board of directors. They work closely with other C-level executives to lead and operate the company. The CEO is often the public face of an enterprise.

  Chief financial officer. The chief financial officer is responsible for overseeing the financial health and strategy of a company. CFOs manage financial planning, budgeting, and forecasting, with a fiduciary responsibility for accurate financial reporting, regulatory compliance, and sound financial management.

  CFOs may serve as key liaisons with external stakeholders including investors, banks, and financial institutions. Chief financial officers often communicate company financial performance to the board of directors and to analysts and investors during quarterly earnings conference calls.

  Chief operating officer. The chief operating officer is the executive responsible for day-to-day operations of the company. The COO, often working closely with the CEO, implements a company’s strategic plan and improves operational processes. COOs ensure that corporate resources are used effectively throughout the company, including in its supply chains, production, sales, marketing, and customer service.

  COOs also play a significant role in growth initiatives by developing operational plans to support various corporate expansion goals. Chief operating officers manage growth to ensure that it doesn’t occur at the expense of product or service quality.

  Chief marketing officer. The chief marketing officer (CMO) is another early hire for many corporations. CMOs are responsible for shaping and executing the company’s marketing strategy to support key corporate objectives. Chief marketing officers oversee branding, positioning, and messaging across various channels to ensure that consistent and compelling narratives reach the enterprise’s target audience.

  Chief strategy officer. An organization may hire a chief strategy officer (CSO) to be primarily responsible for guiding the company’s long-term strategic planning. The CSO, often working closely with the CEO, is tasked with ensuring that the organization remains competitive and positioned for maximum growth. Typically CSOs lead strategic projects and initiatives that significantly drive innovation, expansion, and transformation within a company.

  Chief technology officer. Some businesses employ a chief technology officer, or CTO. The CTO is responsible for setting and guiding the technology strategy of an organization, both to support key business goals and identify technological growth opportunities. CTOs manage the development, implementation, and scaling of technical solutions, including software, hardware, and data infrastructure.

  Chief information officer. The chief information officer (CIO) is the executive responsible for overseeing an organization’s information technology (IT) strategy and operations. CIOs focus on aligning IT initiatives with business objectives, ensuring that the company’s technology infrastructure enhances productivity, security, and operational efficiency. CIOs are typically responsible for developing, implementing, and scaling the company’s physical and digital IT systems.

  In smaller companies, one person may serve as both CTO and CIO. In larger organizations, the two will frequently collaborate on tech initiatives (e.g., the design and implementation of artificial intelligence into data systems and product solutions).

  Deconstructing the board of directorsThe board of directors for a corporation is tasked with setting strategic direction, deciding executive compensation, and generally practicing good governance to work collaboratively with the executive team. Every board typically has a chair (many companies still use the gender-specific term chairman of the board) and independent directors, but other structural elements may differ significantly.

  Chair of the board. The chair (or chairman or chairperson, depending on the organization) leads the board of directors and facilitates board meetings, ensuring that discussions focus productively on strategic and important issues. The chair works closely with the CEO to align board oversight with company objectives.

  Vice chair. A board of directors may have a vice chairperson to support the board’s leader. The vice chair is responsible for leading the board in the chairperson’s absence and may handle specific tasks or focus on areas that are a priority for board oversight.

  Chief executive officer. The corporation’s CEO often holds a seat on the board of directors, serving as the primary link between C-level leadership and the company’s advisors. CEOs participating as board members commonly provide updates on company performance, strategy, and operations to other board participants.

  Independent directors. Independent directors, who are not employed by the company, are a key role for many boards of directors. Typically industry experts, independent directors help set goals and conduct impartial oversight of corporate management teams. Like all board members, directors have a fiduciary responsibility to the corporation’s shareholders.

  Lead independent director. A board of directors may include a lead independent director to coordinate the collective activities of independent directors. The lead independent director serves as a liaison between independent directors and the board’s chair.

  Secretary of the board. A board of directors may designate a secretary who prepares meeting agendas, records meeting minutes, and maintains meeting records. Board secretaries facilitate effective communication among board members and with the management team.

  The bottom lineCorporate structures are designed to achieve a delicate balance of power. CEOs and their management teams have operational control, but share responsibility for strategic planning with the board of directors. The board of directors typically has the final say on major decisions and setting long-term goals.

  If you hold shares of a company (or are considering an investment), take some time to learn about the board and its chair, as well as the C-suite that’s managing the operation. As a shareholder, you have the opportunity to vote each year on certain company decisions and proposals submitted by other shareholders (some of whom are activist investors). Plus, shareholders have the final thumbs-up/thumbs-down say on each nominee for the board of directors. Do your homework and vote your shares.

Comments
Welcome to zpostcode comments! Please keep conversations courteous and on-topic. To fosterproductive and respectful conversations, you may see comments from our Community Managers.
Sign up to post
Sort by
Show More Comments
Recommend >
Rafi Bistritzer
  Rafi Bistritzer (born 1974, Israel) is an Israeli physicist known for his work on graphene.   Bistritzer was born into a family of physicians and seemed likely to follow them into the medical profession, but his first high-school physics teacher awoke in him an interest in physics. He received a bachelor’s degree in physics and computer science from Tel-Aviv University in...
Robert Swan
  Robert Swan (born July 28, 1956, Durham, England) is a British explorer and global environmental activist who became the first person to successfully walk to both the South Pole and the North Pole.   While studying history at the University of Durham in the mid-1970s, Swan became intrigued by British naval officer and explorer Robert Falcon Scott’s tragic expedition to the...
Sophie Pascoe
  Sophie Pascoe (born January 8, 1993, Christchurch, New Zealand) is a New Zealand swimmer and the country’s most successful Paralympian, having won a total of 19 Paralympic medals. She has competed in four Paralympic Games, a major international sports competition for athletes with disabilities comparable to the Olympic Games. For Paralympic athletes there are 10 eligible impairment types—including limb deficiency,...
Roy Cohn
  Roy Cohn (born February 20, 1927, Bronx, New York, U.S.—died August 2, 1986, Bethesda, Maryland) was a lawyer and a controversial public figure who rose to prominence through his alliance with U.S. Sen. Joseph McCarthy and his tenacious legal representation of high-profile clients, including businessman and future U.S. president Donald Trump, shipping magnate Aristotle Onassis, and organized-crime leaders, such as...
Information Recommendation
Stephanie Wilson
  Stephanie Wilson (born September 27, 1966, Boston, Massachusetts, U.S.) is an American astronaut who has made three spaceflights to the International Space Station (ISS) on the space shuttle Discovery and is part of the Artemis team of astronauts who are to fly to the Moon in the mid-2020s. She was the second Black woman in space, after Mae Jemison.   Wilson...
Tamara de Lempicka
  Tamara de Lempicka (born May 16, 1898?, Warsaw, Poland?—died March 18, 1980, Cuernavaca, Mexico) was a 20th-century artist who created a unique painting style, often called “stylized cubism,” which appears to combine the monumentality of 16th-century Mannerism, the mechanical feel of Italian Futurism, and the exaggeration of contemporary fashion magazines. De Lempicka is perhaps best known for depicting the ideal...
Satoshi Nakamoto
     Satoshi NakamotoHypothetical depiction of Bitcoin developer Satoshi Nakamoto.(more)Satoshi Nakamoto is the presumed pseudonym used by the person (or persons) who helped develop the first Bitcoin software and introduced the concept of cryptocurrency to the general public via the paper “Bitcoin: A Peer-to-Peer Electronic Cash System” (2008). Nakamoto was the first to solve the problem of digital cryptocurrency being wrongly...
Sergeant Stubby
     Sergeant Stubby at your serviceStubby sporting a blanket bedecked with medals made for him by the women of a French town he helped liberate during World War I.(more)Sergeant Stubby was a stray dog whose heroic service during World War I (1914–18) saved lives and even led to the capture of a German spy. He was the unofficial mascot for...
Valerie Adams
  Valerie Adams (born October 6, 1984, Rotorua, New Zealand) is a retired shot-putter and Olympian who was virtually undefeated in the major international competitions in her sport between 2006 and 2014. She competed in five Olympic Games, earning gold medals in two. Adams also earned gold medals in three Commonwealth Games and several IAAF (International Association of Athletics Federations) World...
Sally Pearson
  Sally Pearson (born September 19, 1986, Sydney, New South Wales, Australia) is a retired track athlete and Olympian considered to be one of the most successful Australian hurdlers of all time. Pearson won a gold medal in the 100-meter hurdles at the London 2012 Olympic Games, and she was also the world champion in the event in 2011 and 2017....
Rayssa Leal
  Rayssa Leal (born January 4, 2008, Imperatriz, Maranhão, Brazil) is a professional skateboarder who won the silver medal in street skateboarding at the 2020 Tokyo Olympics (delayed until 2021 because of the COVID-19 pandemic), becoming at age 13 one of the youngest medalists in the history of the Games and the youngest Olympic medalist from Brazil.   What’s a heel flip?In...
Rob Zombie
  Rob Zombie (born January 12, 1965, Haverhill, Massachusetts, U.S.) is an American heavy metal musician and filmmaker whose work is known for its motifs of horror and science fiction. Zombie earned fame initially through his role as frontman of the heavy metal band White Zombie in the 1980s and ’90s, and he later gained prominence through his solo career and...