What does the chair of the board do?

What does the chair of the board do? A basic guide to this hugely important role in corporate governance. If you’re new in the role or looking for guidance and clarification, read on.

The chair is there to lead and facilitate the rest of the board. In this way, much of a chair’s ultimate responsibility is to the board itself. They’re there to make sure the board can do its job.

Beyond this, the role of the chair can differ widely across organisations. It often depends on company size or industry.

Let’s break it down to a list of do’s and don’ts related to the chair of the board and their role within the business:

• A person who presides over board meetings.
• The one responsible for ensuring the mechanics of board meetings (eg. board packs, agendas, structure, debate time, percentage split between forward-thinking and review) work as they should.
• A moderator in boardroom discussions.
• A collaborator among differing opinions around the table.
• A support structure for the CEO.
• A crucial link between the executive team, the board, and the company’s owners (shareholders, investors, family, state – it depends on the company type).

If you’re new in the role of chair or have ambition to become one, here are some tips on maximising your impact.

A chair is not a CEO, not a managing director, and is not concerned with leading employees. It’s important to remember this because the definition can become lost in practice.

This is especially true for former CEOs, managing directors, and other executives who have now moved on to fill the role of chair. Such people need to leave their hands-on, direct leadership mindset behind, but they can sometimes struggle.

One of the chair’s primary roles is facilitating and planning board meetings.

Acting like a CEO in a board meeting – with more command and less guidance – will stifle colleagues’ voices and limit the board’s ability to be the think tank it’s supposed to be.

• The CEO (unless the company has specifically chosen the joint model, commonly known as the dual-role model)
• A “commander-in-chief”. The chair’s role is more of a first-among-equals, and chairs should never find themselves dictating orders to the rest of the board. In fact, they should take a minority of the speaking time in board meetings to allow other opinions to be heard.
• A ceremonial role. Some chairs interpret the “don’t be a CEO” instruction to mean they don’t need to show any kind of leadership and are just a face for the organisation. That’s not true either.
• A direct line manager for staff. Chairs shouldn’t have any day-to-day business with staff, but if they do, they must respect these individuals’ management structure and not give orders directly. 

Many of a board’s actions are about long-term business, which means much discussion and strategic planning. However, in certain times of crisis, a board may need to act fast and decisively. In these cases, the executives may look to the board for quick decisions, and a good chair should be ready for this.

Decisions are never yours to make alone, but when something goes wrong, your colleagues will depend on you to create a positive, deliberative discussion around what to do next. Maybe the best next move is a rapid change in environmental policy, a complete revamp of the supply chain, an en masse move to remote working or a dismissal of the CEO. 

You will need the experience to know what this move should be, the confidence to endorse it, and the ability to take others’ opinions on board to ensure it’s done correctly.

Maintaining a healthy level of distance from the organisation’s inner workings is essential, especially when you’re not in a time of urgent crisis. 

Ensure that you are looking at the organisation’s progress with a ‘sovereign mindset’, free of day-to-day management issues, fuelled by your industry experience and knowledge.

That experience, your broad judgement, and your ability to facilitate discussion are your strengths. They let you see opportunities and challenges for the organisation that others might not.

The chair is a vital link between all of these areas of governance, and colleagues should enjoy a sense of comfort and confidence in the environment you create

As chair, you will work alongside a collection of board members – each with a wealth of experience, each with their unique view on the company’s direction.

In addition, you need to act as a mentor to the CEO, as an ambassador in the industry, and as a link between shareholders on one end and employees on the other.

This is where your ability to manage relationships matters.

If you’re chair, you’re a vital link between all of these areas of governance, and colleagues should enjoy a sense of comfort and confidence in the environment you create. Otherwise, that vital link risks being broken.

It would help if you were a good communicator, listener, and facilitator.

When fellow board members have issues to address, ensure they can manage them.

If the CEO needs advice, advise them; if shareholders want an honest picture of the company’s direction, give it to them.

And above all, if you see friction developing within or between these company layers, be ready to tackle it.

Chairs are some of the most respected members of a governance community. There is a high degree of professional achievement associated with those appointed to the role, but remember that your responsibilities go beyond that.

You should always be aware that you are an essential part of the company machine. Phoning it in, primarily if you work in a part-time capacity, won’t produce results.

Keep in mind that your duties will likely go beyond the baseline of chairing board meetings.

You’ll need to induct new board members, evaluate current ones, be available for shareholder queries, pay attention to diversity on your board, provide input to the remuneration committee, and represent the company wherever necessary.

Put aside time, thought, and energy for all the above. 

• The Critical Role of the Board Chair in Driving Board Performance
• How to chair a board well: what effective boards and chairs do differently
• How to chair a virtual board meeting
• When the Board Chair Wants to be CEO: Navigating Ethical Grey Zones in NFP Governance
• Directors’ dilemma: chairman’s conflict of interest