The Dual Role of CEO and Chair: Limits and Risks
The latest swissVR Monitor I/2026 shows that roughly one in five board members feels the separation between strategic and operational matters is not clear enough. At the same time, 60% of respondents report that their time commitment has increased, and more than half see a rise in interaction with the executive team.
The topic is not abstract. Suzanne Thoma has led Sulzer for more than two years as Chair and CEO combined. In an interview with Finanz und Wirtschaft, she describes the advantages openly: better access to the board, greater transparency over the operating business, faster decision paths during a period of cultural change. The dual mandate, she says, has worked very well, and there is no set date for changing it.
I know both sides of this equation. I have simultaneously served as CEO or COO and as a board member, in smaller and larger organisations, including ones operating internationally. Roles that, in this constellation, create real tension. My experience matches Thoma’s assessment on one point. And contradicts it on another.
The dual role creates a structural conflict of interest
As CEO or COO, I make operational decisions. As a board member, I oversee exactly those decisions. In theory, a clear separation is the goal. In practice, the same person sits at the table and has to help judge decisions they themselves are responsible for. That is not a moral accusation. It is a structural problem.
At Sulzer, this risk is cushioned, from the CEO’s perspective, by an experienced and competent board, at least as Thoma herself describes it.
That is the decisive point: the dual role can work if the board is strong enough to meet the CEO-chair on equal footing. In an SME with three board members, that condition is often not met.
The greatest advantage is also the greatest risk
Thoma names depth of information as the central advantage: as CEO, she knows what is happening operationally, and the board gets a more direct picture. I can confirm that. Board work can become more efficient, because information asymmetries shrink.
The risk, however, sits in exactly the same place: when the board receives information primarily through the CEO’s lens, critical distance is lost. Other board members unconsciously rely on the judgement of the person who is “closer to it”. Over time, that can lead the board to quietly weaken its own oversight function, without noticing.
Large companies and SMEs: the same question, different answers
The difference between a Sulzer with more than 4,500 employees and an SME with 20 employees is not just a matter of size. Larger companies more often have structures that act as a corrective: an audit committee, independent auditors, investor and analyst scrutiny, stronger regulatory and transparency requirements (depending on the sector, this also applies to smaller firms, for example under FINMA).
An SME often lacks these safeguards. The swissVR Monitor also shows that agreement with board independence, periodic assessment of executive performance, and a clear separation of strategic and operational matters is systematically lower at small companies; one possible explanation cited is the more frequent combination of chair and CEO roles. That is understandable: at a company with 20 employees, a complete separation is neither always realistic nor sensible on every point. But: precisely because of that, deliberately built-in counterweights are needed.
What has worked, in my experience
It takes independent board members who are neither operationally involved nor family-connected. Even one such person changes the dynamic of the entire board, because they ask questions a CEO-chair does not ask themselves. This member must, and should, be allowed to play devil’s advocate, and be strong enough to challenge the CEO-chair. The CEO/chair has to allow that. It takes the right culture on the board and a deliberate way of handling conflict. Too strong a need for harmony can encourage things to drift in the wrong direction.
A further element is a clear agenda that distinguishes between strategic board topics and operational updates. That sounds trivial, but without this structure, board meetings quickly turn into extended management meetings. That is not what board meetings are for.
On top of that, the board needs regular sessions without the executive team present. Even when the CEO sits on the board, the body needs moments in which it can discuss matters without an operational lens.
Going forward, the use of AI and clearly digitalised processes can reduce the information asymmetry between board and executive team: data that used to be available only operationally, in real time, can be made accessible to the board too, via dashboards, and with consistent data and access governance. That does not replace oversight, but it reduces dependence on individual information channels.
The real question
Suzanne Thoma sees the greatest risk for Sulzer as failing to overcome a certain inertia and getting lost in detail. That is a CEO’s perspective, and I understand it well. In fairness, this constellation is, for the CEO, the more efficient path, but also the easier and more comfortable one. From a board perspective, I would frame the core risk differently: it lies in the board ceasing to ask the right questions, because the CEO already supplies the answers.
Stefan Räbsamen puts it well in the swissVR Monitor: the responsibilities of board and executive team should not blur into one another. I agree with that, from my own experience, and add: in a dual role, they blur in practice. The task is to manage that blurring, rather than pretend it away.
The dual CEO/chair role is neither good nor bad. It is a reality in many Swiss companies, from listed industrial groups to SMEs. Whether a company adopts it is not the decisive question. What matters is whether the board is strong enough to compensate for the built-in weaknesses, and whether it is aware that those weaknesses exist.