What are the titles and descriptions of board members?

What are the titles and descriptions of board members? In this guide, we define a board of directors and outline the different roles the members play.

A board of directors is a group of people that oversees all operations within a business.

Board members meet periodically to supervise the main activities of the business, asking questions about key decisions and approving or rejecting them using their own expertise and insights. Board members are expected to act in the company’s best interests. This is known as fiduciary duty.

Within a standard board, there will be specific positions that all directors should be familiar with. These positions give crucial structure to the board, allowing it to operate successfully.

The number of members on a board depends on many factors, including the country, industry, shareholders, and the organisation’s size. However, there are common positions that will be found across the vast majority. Here are the titles and descriptions of each:

The chair is the highest-ranking person on the board. They are responsible for facilitating a large team of diverse individuals, with differing viewpoints and expertise, with a view to making the best decisions for the company. 

The Harvard Law School Forum on Corporate Governance emphasises that a chair is supposed to be the “guide on the side”. They’re not there to be an outspoken leader, but to be a strong enabler, ensuring that the wealth of skills around the boardroom table are heard and used in decision-making.

Practically, the chair – as the name suggests – chairs board meetings, encourages participation among fellow directors, sets the meeting agenda alongside the company secretary, leads performance reviews, establishes clear metrics for decision-making, and speaks publicly when required.

A chair’s legal responsibilities are generally established through direct legislation (e.g. the UK’s Companies Act 2006 and the US’ Sarbanes Oxley Act 2002), through legislation that effectively implies certain responsibilities (e.g. the EU’s CSRD), or through national corporate governance codes.

Generally, the vice-chair serves directly under the chair, whom they support in performing their duties and responsibilities.

Vice-chairs perform the chair’s duties when the chair is absent, so they must be capable of handling the role of acting chair effectively. When required, they have to work closely with the CEO and other board committees to assist in executing directives, setting agendas for meetings, and conducting formal board assessments.

Additionally, they may be asked to resolve conflicts of interest that may arise on the board. It’s quite a catch-all role. However, many organsiations don’t have a vice-chair and there’s rarely a legal requirement to have one. 

Company secretaries are responsible for administrative, communication, and legal compliance tasks. It’s a major boardroom role – one that often requires its own dedicated training to ensure seamless operation. 

It is the primary responsibility of the company secretary to record, document, and distribute meeting minutes, which serve as a record of the discussion and any votes taken. They are also responsible for keeping these records safe and accurate. It may seem like “busywork” when carried out, but in a high-stakes environment like corporate governance, decision-makers, regulators, and others may well need to depend on those records in future analysis. 

Likewise, the secretary keeps track of the organisation’s activities to ensure all actions conform to corporate laws in whatever jurisdiction they’re in. Their responsibility usually includes notifying all members and stakeholders of regularly scheduled and additional meetings.

You’ll also often hear two titles in boardroom lingo which are incredibly important: “executive director (ED)” and “non-executive director (NED)”.

Neither term is an individual role. Rather, they both describe different types of director, so everyone on the board will fall into one of these two categories. 

Executive directors are directors who also have a paid role with the company. Often, this role is full-time. So, while executive directors sit on the board and attend meetings, the bulk of their day is spent among the company’s employees, running things as a manager or executive. When the CEO of a company sits on the board (which is quite frequent), that CEO is an example of an executive director.

Non-executive directors, meanwhile, just sit on the board and don’t involve themselves in the company’s day-to-day business management.

You can read more about these two different types, and the rationale behind them, here.

The chair is the highest position on a board of directors. Although the role is designed to act as a facilitator, chairs still have important calls in terms of how they oversee the board’s work and structure meetings. 

Fellow board members will answer to the chair. The CEO will also ultimately answer to the chair, whether they’re on the board or not.

However, the chair is not all-powerful. Every chair will answer to someone; who that “someone” is depends on the company in question.

• For publicly traded companies, the chair answers to the shareholders.
• For privately held companies, the chair answers to the owners and/or investors.
• For charities, the chair answers to a mix of the charity’s beneficiaries, the donors, and national regulators.
• For family-owned companies – much like privately-held companies – the chair answers to the family itself, who will often legally organise themselves into a trust for governance purposes.
• For state-run companies, the chair answers to the government, often to an individual minister/secretary.

There is no set number. Board sizes depend on multiple factors, including industry, company age, company size, and stakeholder expectations. Geography does play a small role too; for example, as of 2026:

• The average board size in the US (2025 U.S. Spencer Stuart Board Index covering S&P500) is 10.7.
• European boards vary widely because, in some countries, it’s common to have two boards (one executive, one independent). Therefore, the average could be as low as 7 (Netherlands) or as high as 14 (France).
• In the GCC, the latest data points to lower averages (approx. 8).

• Companies Act 2006
• H.R.3763 – Sarbanes-Oxley Act of 2002
• Implementing and delegated acts – CSRD
• Role of the executive committee: authority and best practices
• Executive vs. Non-Executive Directors: Key Differences and Roles
• S&P 500 Industry Sector Comparison Chart
• Board Governance: International Comparison Chart
• Board Composition Trends in GCC