Monday, March 17, 2025

Properly functioning boards of directors must hold CEOs accountable for their words and actions


Boards must hold CEOs accountable for their words and actions. Case in point: last week Tesla/SpaceX CEO Elon Musk resharing a post suggesting that Hitler wasn't responsible for the Holocaust, shifting blame instead to "public sector workers."

It's a statement as reckless as it is offensive, and it raises a bigger question: When a CEO behaves like this, where is the board of directors?

A CEO is the public face of a company. Their words and actions can impact reputation, customer trust, investor confidence, and employee morale. When they cross the line, it's the board’s job to step in. Otherwise, they're complicit in the fallout, which carries real business and legal risk.

Ignoring misconduct at the top isn't just bad leadership—it's dangerous to the company. Here's why boards must take action:
  • Protecting the Brand: Controversy tied to a CEO doesn't just hurt them personally; it stains the company they represent.
  • Maintaining Trust: Employees, investors, and customers need confidence that leadership aligns with company values.
  • Reinforcing Governance: If a CEO faces no consequences for problematic behavior, what message does that send to everyone else?
  • Avoiding Liability: Boards that ignore CEO misconduct could face legal claims. Employees may allege a hostile work environment, and for public companies, shareholders can sue for breach of fiduciary duty if leadership's actions harm stock value. 

So, what can a board actually do to rein in a CEO who's gone off the rails? It starts with clear expectations and the willingness to act when necessary:

  • Maintain Clear Conduct Standards: Policies should outline expected behavior and consequences for violations.
  • Hold Regular Performance Reviews: CEO actions should be assessed just like financials.
  • Implement Independent Oversight: Boards should have the courage to investigate and act when necessary.
  • Prioritize Transparency: If misconduct occurs, stakeholders deserve to know what's being done about it.
  • Enforce Real Consequences: If a CEO damages the company's reputation, the board must be willing to discipline or remove them.

A board that lets a CEO run unchecked isn't doing its job. Leadership requires accountability. And that leadership must start at the top.