GOVERNANCE INSIGHTS
Healthy Tension Is a Feature of Good Governance, Not a Failure of It
By Mark Fenton, Principal Consultant, Governance Bureau | 13 August 2026
I’ve sat on a lot of boards over the past twenty-three years, in a lot of different rooms. And if there’s one thing I’ve come to genuinely believe, it’s this: a board that never disagrees with its CEO isn’t a well-run board. It’s an under-governed one wearing the costume of a well-run board — and the costume usually holds up right up until the moment it matters most.
That’s an uncomfortable thing to say out loud, because most of us were raised on the idea that a good board is a harmonious one. Smooth meetings. Quick agreement. A Chair and CEO who finish each other’s sentences. It looks like functionality. It often gets mistaken for it.
What agreement actually signals
Genuine, sustained agreement between a board and its CEO can mean one of two things. Either the CEO is bringing forward genuinely sound proposals, thoroughly tested, with nothing left to challenge — which happens, occasionally, for a meeting or two. Or the board has stopped doing the part of its job that isn’t comfortable.
I don’t say that as a criticism of any particular board I’ve sat on. I say it because I’ve watched it happen to good people, including, at times, to me. Trust builds over years with a capable CEO. That trust is valuable — it’s the foundation of a functional Chair-CEO relationship. But trust and deference are not the same thing, and the line between them is far easier to cross than most directors realise.
The disagreements I’ve actually valued
Some of the governance work I’m proudest of came out of moments of real tension, not smooth consensus.
I’ve chaired boards through leadership transitions, and I’ve sat on boards navigating sector-wide disruption where management’s operational urgency and the board’s risk appetite didn’t naturally align. I won’t go into the specifics — those conversations belong to the boards and the people in that room, not in a blog post — but the pattern is a familiar one across almost every governance career of any length: management wants to move, the board wants more assurance first, and neither position is wrong.
What I can say in general terms is that the moments I’ve found most valuable as a director were rarely the smoothest ones. They were the meetings where someone was willing to ask the question everyone else was quietly avoiding, or push back on a timeline that felt more convenient than considered. The discomfort in the room, in those moments, wasn’t a sign that something had gone wrong. It was usually the clearest sign that oversight was actually happening.
None of that meant governance had broken down. It meant it was working as intended.
The difference between healthy tension and dysfunction
I want to be careful here, because there’s an obvious risk in an argument like this: someone reads it and decides their board’s chronic conflict, personal animosity, or genuinely dysfunctional relationships are actually a sign of good governance. They’re not, and it’s worth being precise about the difference.
Healthy tension is about the decision, not the person. It’s focused, specific, and it resolves — even if the resolution is “we’ll disagree and I’ll back the CEO’s call, but I want it minuted that I raised the risk.” Dysfunction is personal, recurring, and rarely actually about the substance of what’s in front of the board.
Healthy tension respects the governance-versus-management boundary. The board challenges the strategic judgement, the risk settings, the assumptions — not the CEO’s authority to run the organisation day to day. Dysfunction usually involves a board that’s stopped trusting management to manage at all, which is a different and much deeper problem.
Healthy tension is rare enough to be meaningful. If every meeting is a fight, that’s not evidence of a rigorous board — it’s evidence of a relationship that needs real repair, possibly with outside help. Good tension shows up periodically, on the decisions that actually warrant it, not as a permanent operating temperature.
What this means for how boards should actually operate
If your board hasn’t had a genuine, substantive disagreement with your CEO in the last twelve months, I’d treat that as worth investigating — not celebrating. Not because disagreement is inherently good, but because its complete absence, over a meaningful stretch of time, usually means something in the oversight function has gone quiet.
A few honest questions worth a Chair asking themselves: When was the last time a director pushed back on a recommendation and meant it? When did the board last ask management to go away and bring back a different answer? Is silence in the boardroom actually agreement — or is it simply the absence of anyone willing to be the person who slows things down?
None of this is an argument for making boardrooms more combative. It’s an argument for making sure the room still has enough genuine independence in it to occasionally say the uncomfortable thing — and for building enough trust with your CEO that they can hear it as oversight, not opposition.
The best Chair-CEO relationships I’ve been part of weren’t the ones with the fewest disagreements. They were the ones where disagreement, when it genuinely mattered, was safe to raise — and where both sides trusted that the tension was in service of the same goal.
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Mark Fenton is Principal Consultant at Governance Bureau, and has served as a non-executive director and Chair across commercial and not-for-profit boards spanning arts, disability, mental health, aged care, education and government advisory organisations, for over 23 years. Governance Bureau’s Governance Health Check service gives boards an independent, evidence-based read on how their governance is actually functioning — including the health of the Chair-CEO relationship. Governance Bureau is a project of the Inspire Grow Flourish Society.