The chair has a key role to play before the meeting and throughout the meeting itself.
The key to a successful meeting is preparation, i.e. screening issues and planning the agenda. This allows the board to focus on key issues.
The chair should test all agenda items and discussion for their policy relevance. Only policy matters should be on the agenda and subsequently discussed. The chair is then responsible for monitoring and directing the meeting and pre-meeting processes so that:
- meeting discussion is only on those issues which, according to board policy, clearly belong with the board, not the chief executive; and
- board discussion is timely, fair, orderly, thorough, efficient, limited on time and kept relevant.
- Part of the chair’s role is to exercise leadership by:
- keeping discussions on topic;
- managing discussion time;
- eliciting information;
- watching for lost attention;
- modelling supportive behaviour;
- managing conflict; and
- summarising accomplishments.
The chair must maintain a balance between encouraging diverse opinions and facilitating consensus decision making. Part of the chair’s role is to ensure any hidden agendas are brought into the open and addressed. Openness and honesty set the stage for clarity and form the foundation for a climate in which all directors feel comfortable expressing their opinions. This is the basis for the formulation of clear policy, reflecting mutual agreement.
All discussion should focus on how to support the mission, not on who is right. Focusing on the mission can depersonalise issues.
The board’s goal is to reach policy decisions which best reflect the thinking of all directors. Three conditions must exist for consensus to occur. Each director must:
- feel they’ve been heard and understood by the rest of the board;
- be able to live with the decision or solution; and
- be willing to commit their support to the policy decision even though it may not have been their first choice.
- The strategies used to resolve conflicts are important to the health of an organisation and its chief executive and board. Problems will be exacerbated if conflicts are resolved negatively. Conflicts should be resolved to create a positive climate.
Attendance and contribution
- There should be an expectation that board members will attend all meetings and events when the board is required. Attendance alone isn’t sufficient. Individual
- board members add value to the board’s performance. Individual directors must feel confident that their contribution will be heard and valued as an essential ingredient in the overall mix of opinions.
Non-performing board members
- Many boards have non-performing members. It’s the chair’s job to provide counsel and support for members struggling to contribute. If this fails, the board as a whole may have to agree that a non-performing director be asked to resign, making way for a replacement who can do the job.
- As discussed in Step 7, boards are increasingly using letters of engagement (see online resources) that clarify expectations and structured peer feedback processes to manage their own and their peers’ governance performance.