As we noted above, a chairperson who is separate
from the CEO can act as such a buffer,
distilling the board’s collective monitoring interests
into two-way communication and relaying
information from the CEO back to the board. The
board will monitor the CEO at the chairperson’s
discretion, rather than at the cumulative wills of
each individual director. In such cases, if the
board deems a high level of monitoring necessary,
the chairperson can execute it with care
and precision. Serving simultaneously as board