THE ROLE OF THE CHAIR

Rowena Ironside, 2014 (updated February 2017)
 
The role of the Chair is critical to the successful functioning of a board.  It is a complex, multi-faceted role where emotional intelligence is as important as intellect and breadth of experience.  When considering joining a board, you need to do your due diligence on the Chair and trust your instincts if you are not comfortable with their style or reputation.
1. For a succinct overview of the role, we like this quote from David Beatty in his 2014 article for McKinsey & Company
"A board chair is responsible for bringing individuals with the right mix of talent together, utilising their time to best possible effect and ensuring that the tone around the boardroom is open, transparent and productive".

2. For a more detailed list of responsibilities, this extract from the bhpbilliton Annual Report 2012 is a useful reference.  For organisations without shareholders, you can substitute members and other stakeholders.
“The Chairman’s role includes:

  • ensuring that the principles and processes of the Board are maintained, including the provision of accurate, timely and clear information;
  • encouraging debate and constructive criticism;
  • ensuring strategic focus is regularly reviewed, clearly understood and underpins the work of the Board;
  • setting agendas for meetings of the Board, in conjunction with the CEO and Group Company Secretary, that focus on the strategic direction and performance of our business;
  • ensuring that adequate time is available for discussion on all agenda items, including strategic issues;
  • leading the Board and individual Director performance assessments;
  • speaking and acting for the Board and representing the Board to shareholders;
  • presenting shareholders’ views to the Board;
  • facilitating the relationship between the Board and the CEO.”

3. For those of you interested in reading more broadly about the role, we recommend Sir Adrian Cadbury's book "Corporate Governance and Chairmanship: A personal view".  One of his early quotes gets to the heart of one of the more interesting and challenging facets of the Chair's role: "The Chairman's job is to ensure that the board reaches not merely a consensus, but a good decision"
4Finally, there is the detailed specification in The Financial Reporting Council’s Guidance on Board Effectiveness, sections 1.4-1.8. Click here to review this.