  The Principal-Agent Theory model is widely used to explain governance role
where there is a separation of ownership and control, as it defines clear
boundaries between governance and executives. However, examination of recent
corporate failure reveals the concerning contribution of the Board of Directors
to such failures and calls into question governance effectiveness in the
presence of a powerful and charismatic CEO. This study proposes a framework for
analyzing the relationship between the Board of Directors and the CEO, and how
certain relationships affect the power structure and behavior of the Board,
which leads to a role reversal in the Principal-Agent Theory, as the Board
assumes the role of the CEO's agent. This study's results may help create a red
flag for a board and leader's behavior that may result in governance failure.
